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Share Issuance and Disposal3068WDI CorporationRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,000 treasury shares to 27 directors and employees as restricted stock compensation. The total disposal value is ¥34.308 million.

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34308000
¥
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,000Shares

12,000 treasury shares

Employees of the Company2 / 900 shares
Directors and employees of the Company's subsidiaries25 / 11,100 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.

¥2,859 per share
Total issue value

¥34,308,000

Amount of funds to be raised
Total monetary claims of ¥34,308,000 (as the entire amount will be contributed in kind, the estimated net proceeds are Not disclosed)
Total Stock-Based Compensation
Total monetary claims of ¥34,308,000. Compensation for eligible directors is capped at ¥50 million per year and 30,000 shares per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
From 22 July 2026 until immediately after the recipient resigns or retires from a designated position at the Company or one of its subsidiaries. However, in certain cases, the period will extend until the date falling more than 3 months after the end of the fiscal year containing the disposal date.
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the recipient continuously holds a designated position at the Company or one of its subsidiaries throughout the service period. In the event of resignation or retirement for a valid reason, the restrictions on the number of shares corresponding to the recipient's months of service will be lifted immediately after the resignation or retirement.
Reason for acquisition without consideration
If the recipient engages in a violation of laws or regulations during the restricted transfer period or otherwise falls under any of the events specified in the allocation agreement, or if any shares remain subject to transfer restrictions upon expiration of the restricted transfer period or at the time the restrictions are lifted.
Categories and Number of Persons Covered
Category Employees of the Company / Number of Employees 2 / Number of allocated shares 900 shares, Category Directors and employees of the Company's subsidiaries / Number of Employees 25 / Number of allocated shares 11,100 shares
Intended allottee's holding policy
During the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any way. The recipients will hold the shares in designated accounts, and the Company will acquire them without consideration if certain events occur.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,859. There is no discount or premium.
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 of12,000 treasury shares
Issue price and disposal price¥2,859 per share
Total issue value¥34,308,000
Amount of funds to be raisedTotal monetary claims of ¥34,308,000 (as the entire amount will be contributed in kind, the estimated net proceeds are Not disclosed)
Payment date22 July 2026
Intended allotteeName Employees of the Company / Number of Employees 2 / Number of Shares 900 shares, Name Directors and employees of the Company's subsidiaries / Number of Employees 25 / Number of Shares 11,100 shares
Intended allottee's holding policyDuring the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any way. The recipients will hold the shares in designated accounts, and the Company will acquire them without consideration if certain events occur.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,859. There is no discount or premium.
Transfer restriction periodFrom 22 July 2026 until immediately after the recipient resigns or retires from a designated position at the Company or one of its subsidiaries. However, in certain cases, the period will extend until the date falling more than 3 months after the end of the fiscal year containing the disposal date.
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the recipient continuously holds a designated position at the Company or one of its subsidiaries throughout the service period. In the event of resignation or retirement for a valid reason, the restrictions on the number of shares corresponding to the recipient's months of service will be lifted immediately after the resignation or retirement.
Reason for acquisition without considerationIf the recipient engages in a violation of laws or regulations during the restricted transfer period or otherwise falls under any of the events specified in the allocation agreement, or if any shares remain subject to transfer restrictions upon expiration of the restricted transfer period or at the time the restrictions are lifted.
Categories and Number of Persons CoveredCategory Employees of the Company / Number of Employees 2 / Number of allocated shares 900 shares, Category Directors and employees of the Company's subsidiaries / Number of Employees 25 / Number of allocated shares 11,100 shares
Total Stock-Based CompensationTotal monetary claims of ¥34,308,000. Compensation for eligible directors is capped at ¥50 million per year and 30,000 shares per year.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive for the sustained enhancement of corporate value and promote value sharing with shareholders. In this disposal, the Company also seeks to further enhance motivation by taking into account the purpose of the plan, the Company's business performance, and the scope of responsibilities of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | WDI Corporation (3068) timely disclosure | Komori