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Share Issuance and Disposal3087DOUTOR・NICHIRES Holdings Co.,Ltd.Retail

Notice Regarding the Disposal of Treasury Shares in Connection with the Introduction of the Stock Compensation Trust (J-ESOP-RS)

The Company resolved to introduce a Stock Benefit Trust (J-ESOP-RS) for employees and dispose of 150,000 treasury shares to the trust account. The shares are expected to be delivered over the 5 fiscal years from the fiscal year ending February 2027 through the fiscal year ending February 2031.

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48Recurring
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Neutral
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Scale
150000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with the introduction of a Stock Benefit Trust (J-ESOP-RS)

発行・処分する株式数150,000Shares

150,000 common shares (treasury shares)

Intended allottee
Japan Custody Bank, Ltd. (Trust E Account)
¥3,095 per share
Total issue value

¥464,250,000

発行済株式総数

0.33% of total shares issued and 0.36% of total voting rights

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 shares delivered to employees while they remain employed, until the employee’s retirement
Reason for acquisition without consideration
The disclosure states that a transfer restriction agreement containing certain provisions for the Company to acquire the shares for no consideration, among other provisions, will be entered into, but the specific acquisition conditions are Not disclosed
Categories and Number of Persons Covered
Employees of the Company and its subsidiaries. The number of employees is Not disclosed.
Intended allottee's holding policy
The shares will be held and disposed of to provide benefits to employees under the plan. Shares delivered to employees while they remain employed will be subject to restrictions on disposal, including transfers, until their retirement.
Payment date
30 October 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution was ¥3,095. No discount or premium.
Impact on Business Performance
The measure is expected to heighten employees’ interest in improving the share price and business performance and contribute to their engaging in their duties with greater motivation than before. The financial impact is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with the introduction of a Stock Benefit Trust (J-ESOP-RS)
Number of shares to be issued or disposed of150,000 common shares (treasury shares)
Issue price and disposal price¥3,095 per share
Total issue value¥464,250,000
Payment date30 October 2026
Intended allotteeJapan Custody Bank, Ltd. (Trust E Account)
Intended allottee's holding policyThe shares will be held and disposed of to provide benefits to employees under the plan. Shares delivered to employees while they remain employed will be subject to restrictions on disposal, including transfers, until their retirement.
Dilution Rate0.33% of total shares issued and 0.36% of total voting rights
Total number of issued shares45,609,761 shares (as of 31 August 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution was ¥3,095. No discount or premium.
Transfer restriction periodFor shares delivered to employees while they remain employed, until the employee’s retirement
Reason for acquisition without considerationThe disclosure states that a transfer restriction agreement containing certain provisions for the Company to acquire the shares for no consideration, among other provisions, will be entered into, but the specific acquisition conditions are Not disclosed
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries. The number of employees is Not disclosed.
Impact on Business PerformanceThe measure is expected to heighten employees’ interest in improving the share price and business performance and contribute to their engaging in their duties with greater motivation than before. The financial impact is Not disclosed
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

To strengthen the linkage between the share price and business performance and employee compensation, and to enhance employees’ motivation and morale to improve the share price and business performance by sharing the economic benefits with shareholders. In addition, to secure treasury shares equivalent to the number of shares expected to be delivered to employees during the trust period.

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Notice Regarding the Disposal of Treasury Shares in Connection with the Introduction of the Stock Compensation Trust (J-ESOP-RS) | DOUTOR・NICHIRES Holdings Co.,Ltd. (3087) timely disclosure | Komori