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Share Issuance and Disposal2938Okamura Foods Co.,Ltd.Food

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

Resolved to newly issue 31,087 ordinary shares to 3 directors and 13 employees as restricted stock compensation. The payment amount is ¥1,286 per share, for a total issue amount of ¥38,983,098.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much31,087Shares

31,087 ordinary shares (new shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 17,436 shares
Employees of the Company13 / 13,651 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,286 per share
Total issue value

¥38,983,098

Amount of funds to be raised
Total payment amount: ¥38,983,098; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥38,983,098
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
For the eligible directors, from 26 October 2026 until immediately after they resign or retire from their designated position at the Company or one of its subsidiaries, or otherwise leave that position. For the eligible employees, from 26 October 2026 until immediately after they leave the Company or one of its subsidiaries.
Conditions for lifting transfer restrictions
The eligible directors must have continuously held their designated position from the date they begin performing their duties until immediately before the close of the first annual general meeting of shareholders thereafter. The eligible employees must have continuously held their designated position from the first day of the fiscal year that includes 26 October 2026 through the end of that fiscal year. In the event of resignation or retirement for a valid reason, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient engages in an act violating laws or regulations during the restricted period, or otherwise falls under certain circumstances stipulated in the restricted stock allocation agreement. In addition, the Company will acquire without consideration any shares for which the restrictions have not been lifted at the end of the restricted period or upon lifting of the restrictions, and any shares for which the restrictions have not been lifted on the business day preceding the effective date of a corporate reorganisation or similar transaction.
Stock Split RatioThe Company previously conducted stock splits effective 29 July 2023, 1 January 2025 and 1 July 2025, at ratios of 30-for-1, 2-for-1 and 3-for-1, respectively.
Categories and Number of Persons Covered
3 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors: 17,436 shares; 13 employees of the Company: 13,651 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, creation of security interests and all other forms of disposal are prohibited. The eligible directors will remain subject to the restrictions until they resign or retire, or otherwise leave their designated positions, while the eligible employees will remain subject to the restrictions until they leave the Company.
Payment date
26 October 2026
Basis for determining the amount to be paid
The ¥1,286 closing price of the Company's ordinary shares on the Tokyo Stock Exchange Standard Market on 25 September 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
With respect to the issuance involving controlling shareholder Okamura Koichi (岡村 恒一), the Company obtained an opinion from all disinterested outside directors who are Audit & Supervisory Committee members that the issuance would not disadvantage minority shareholders. Mr. Okamura did not participate in the deliberation or resolution concerning the issuance to himself.
Impact on Business Performance
The disclosure states that the eligible directors will receive new incentives to enhance corporate value and that expansion of corporate value is expected, but the impact in monetary terms is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of31,087 ordinary shares (new shares)
Issue price and disposal price¥1,286 per share
Total issue value¥38,983,098
Amount of funds to be raisedTotal payment amount: ¥38,983,098; estimated net proceeds: Not disclosed
Payment date26 October 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 17,436 shares, Name Employees of the Company / Number of Employees 13 / Number of Shares 13,651 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, creation of security interests and all other forms of disposal are prohibited. The eligible directors will remain subject to the restrictions until they resign or retire, or otherwise leave their designated positions, while the eligible employees will remain subject to the restrictions until they leave the Company.
Basis for determining the amount to be paidThe ¥1,286 closing price of the Company's ordinary shares on the Tokyo Stock Exchange Standard Market on 25 September 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction periodFor the eligible directors, from 26 October 2026 until immediately after they resign or retire from their designated position at the Company or one of its subsidiaries, or otherwise leave that position. For the eligible employees, from 26 October 2026 until immediately after they leave the Company or one of its subsidiaries.
Conditions for lifting transfer restrictionsThe eligible directors must have continuously held their designated position from the date they begin performing their duties until immediately before the close of the first annual general meeting of shareholders thereafter. The eligible employees must have continuously held their designated position from the first day of the fiscal year that includes 26 October 2026 through the end of that fiscal year. In the event of resignation or retirement for a valid reason, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient engages in an act violating laws or regulations during the restricted period, or otherwise falls under certain circumstances stipulated in the restricted stock allocation agreement. In addition, the Company will acquire without consideration any shares for which the restrictions have not been lifted at the end of the restricted period or upon lifting of the restrictions, and any shares for which the restrictions have not been lifted on the business day preceding the effective date of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered3 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors: 17,436 shares; 13 employees of the Company: 13,651 shares
Total Stock-Based CompensationTotal monetary claims: ¥38,983,098
Stock Split RatioThe Company previously conducted stock splits effective 29 July 2023, 1 January 2025 and 1 July 2025, at ratios of 30-for-1, 2-for-1 and 3-for-1, respectively.
Procedures under the Corporate Code of ConductWith respect to the issuance involving controlling shareholder Okamura Koichi (岡村 恒一), the Company obtained an opinion from all disinterested outside directors who are Audit & Supervisory Committee members that the issuance would not disadvantage minority shareholders. Mr. Okamura did not participate in the deliberation or resolution concerning the issuance to himself.
Impact on Business PerformanceThe disclosure states that the eligible directors will receive new incentives to enhance corporate value and that expansion of corporate value is expected, but the impact in monetary terms is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offering

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.

The purpose is to further motivate the recipients, provide the eligible directors with incentives to sustainably enhance corporate value, and promote greater value sharing with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Okamura Foods Co.,Ltd. (2938) timely disclosure | Komori