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Share Issuance and Disposal2915KENKO Mayonnaise Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 15,249 treasury shares as restricted stock compensation to 6 directors. The shares may not be transferred until the holders retire or resign from their positions as directors or executive officers.

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Neutral
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15249
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much15,249Shares

15,249 shares of the company's common stock (treasury shares)

6 of the Company's directors, excluding outside directors15,249 shares

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

¥2,060 per share
Total issue value

¥31,412,940

Amount of funds to be raised
Total payment amount: ¥31,412,940; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥31,412,940 (the scheme's annual limit is ¥60 million or less)
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
The period from 21 August 2026 until the holder retires or resigns from both positions as director and executive officer of the company
Conditions for lifting transfer restrictions
Provided that the holder continuously holds either position as a director or executive officer of the company from 26 June 2026 through the next annual general meeting of shareholders, all of the allocated shares will be released from the restrictions when the restriction period expires. If the holder retires or resigns for a legitimate reason, the number of shares released and the timing of their release will be reasonably adjusted.
Reason for acquisition without consideration
If the holder retires or resigns from both positions as director and executive officer of the company before the restriction period expires without a legitimate reason. If any shares remain subject to restrictions when the restriction period expires. If any shares remain subject to restrictions in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
6 directors of the company (excluding outside directors), 15,249 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The restriction period runs from 21 August 2026 until the holder retires or resigns from both positions as director and executive officer of the company.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the company's common stock on the Tokyo Stock Exchange on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,060. No discount or premium was stated.
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 of15,249 shares of the company's common stock (treasury shares)
Issue price and disposal price¥2,060 per share
Total issue value¥31,412,940
Amount of funds to be raisedTotal payment amount: ¥31,412,940; estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeName 6 of the Company's directors, excluding outside directors / Number of Shares 15,249 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The restriction period runs from 21 August 2026 until the holder retires or resigns from both positions as director and executive officer of the company.
Basis for determining the amount to be paidThe closing price of the company's common stock on the Tokyo Stock Exchange on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,060. No discount or premium was stated.
Transfer restriction periodThe period from 21 August 2026 until the holder retires or resigns from both positions as director and executive officer of the company
Conditions for lifting transfer restrictionsProvided that the holder continuously holds either position as a director or executive officer of the company from 26 June 2026 through the next annual general meeting of shareholders, all of the allocated shares will be released from the restrictions when the restriction period expires. If the holder retires or resigns for a legitimate reason, the number of shares released and the timing of their release will be reasonably adjusted.
Reason for acquisition without considerationIf the holder retires or resigns from both positions as director and executive officer of the company before the restriction period expires without a legitimate reason. If any shares remain subject to restrictions when the restriction period expires. If any shares remain subject to restrictions in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered6 directors of the company (excluding outside directors), 15,249 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥31,412,940 (the scheme's annual limit is ¥60 million or less)
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide the eligible Directors with an incentive to achieve sustainable growth in corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KENKO Mayonnaise Co.,Ltd. (2915) timely disclosure | Komori