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Share Issuance and Disposal2910ROCK FIELD CO.,LTD.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was decided to dispose of 10,787 treasury shares as restricted stock compensation for 4 directors. The payment date is 14 August 2026, and the shares will be subject to transfer restrictions for up to 20 years.

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10787
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,787Shares

10,787 treasury shares

4 directors, excluding outside directors10,787 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,368 per share
Total issue value

¥14,756,616

Amount of funds to be raised
Total payment amount: ¥14,756,616; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Up to ¥60 million per year (total amount of monetary compensation claims)
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
20 years (from 14 August 2026 through 14 August 2046)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted on 14 August 2046, provided that the allotment recipients have continuously held positions as directors of the Company. If a recipient retires before the end of the restriction period for a reason deemed legitimate by the Board of Directors, the restrictions will be lifted as of the retirement date. If a recipient retires before the end of the term of office, the restrictions will be lifted for the number of shares calculated by multiplying the number of shares allotted by the number of months from the date of the Board of Directors’ resolution regarding the delivery through the retirement date, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted for a number of shares reasonably determined by resolution of the Board of Directors.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the restriction period, any shares for which the restrictions have not been lifted under the conditions for lifting the transfer restrictions, all or part of the shares if certain retirements for personal reasons or other specified events occur, and any shares for which the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 directors, excluding outside directors; 10,787 shares
Intended allottee's holding policy
The shares may not be transferred, pledged as collateral or otherwise disposed of from the payment date through 14 August 2046. If certain reasons for retirement or other specified events occur, the Company will acquire all or part of the shares without consideration.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 27 July 2026, ¥1,368. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
At the 46th Annual General Meeting of Shareholders held on 26 July 2018, approval was obtained for the upper limits on the total amount of monetary compensation claims and the total number of restricted shares.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of10,787 treasury shares
Issue price and disposal price¥1,368 per share
Total issue value¥14,756,616
Amount of funds to be raisedTotal payment amount: ¥14,756,616; estimated net proceeds: Not disclosed
Payment date14 August 2026
Intended allotteeName 4 directors, excluding outside directors / Number of Shares 10,787 shares
Intended allottee's holding policyThe shares may not be transferred, pledged as collateral or otherwise disposed of from the payment date through 14 August 2046. If certain reasons for retirement or other specified events occur, the Company will acquire all or part of the shares without consideration.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 27 July 2026, ¥1,368. The discount rate and premium rate are Not disclosed.
Transfer restriction period20 years (from 14 August 2026 through 14 August 2046)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted on 14 August 2046, provided that the allotment recipients have continuously held positions as directors of the Company. If a recipient retires before the end of the restriction period for a reason deemed legitimate by the Board of Directors, the restrictions will be lifted as of the retirement date. If a recipient retires before the end of the term of office, the restrictions will be lifted for the number of shares calculated by multiplying the number of shares allotted by the number of months from the date of the Board of Directors’ resolution regarding the delivery through the retirement date, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted for a number of shares reasonably determined by resolution of the Board of Directors.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the restriction period, any shares for which the restrictions have not been lifted under the conditions for lifting the transfer restrictions, all or part of the shares if certain retirements for personal reasons or other specified events occur, and any shares for which the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 directors, excluding outside directors; 10,787 shares
Total Stock-Based CompensationUp to ¥60 million per year (total amount of monetary compensation claims)
Procedures under the Corporate Code of ConductAt the 46th Annual General Meeting of Shareholders held on 26 July 2018, approval was obtained for the upper limits on the total amount of monetary compensation claims and the total number of restricted shares.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To increase the directors’ motivation to contribute to the sustained enhancement of corporate value and promote value sharing between the directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ROCK FIELD CO.,LTD. (2910) timely disclosure | Komori