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Share Issuance and Disposal3132MACNICA HOLDINGS,INC.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to allocate 92,216 treasury shares to its directors, executive officers, fellows and subsidiary employees as restricted stock compensation. The disposal price is ¥3,329 per share, for a total disposal price of ¥306,987,064.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much92,216Shares

92,216 common shares of the company (treasury shares)

4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors26,540 shares
15 executive officers and fellows53,058 shares
12 employees of the company's subsidiaries12,618 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.

¥3,329 per share
Total issue value

¥306,987,064

Total Stock-Based Compensation
Monetary compensation receivables for eligible directors: no more than ¥300 million per year
発行済株式総数

Not applicable (as this is a disposal of treasury shares, the total number of issued shares will not increase)

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
A period of between 3 and 5 years, as predetermined by the company's Board of Directors, from the date of allocation
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions within the company group during that period: director, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, fellow, other employee or an equivalent position. In the event of retirement or resignation upon expiration of the term of office, death or other justifiable grounds, the number of shares to be released and the timing of release will be reasonably adjusted.
Reason for acquisition without consideration
If, before expiration of the transfer restriction period, the recipient retires or resigns from an eligible position within the company group without justifiable grounds. If any shares remain subject to transfer restrictions upon expiration of the transfer restriction period. If, following the release of transfer restrictions due to a corporate reorganization or other event, any shares remain subject to transfer restrictions.
Stock Split Ratio3 shares for each 1 share; effective date: 1 October 2024 (past share split)
Categories and Number of Persons Covered
4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 26,540 shares; 15 executive officers and fellows, 53,058 shares; 12 employees of the company's subsidiaries, 12,618 shares
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,329. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 9th Annual General Meeting of Shareholders held on 26 June 2024, approval was obtained for the introduction of the restricted stock compensation plan and the compensation framework, among other matters. The disposal of treasury shares was resolved at the Board of Directors' meeting held on 24 June 2026.
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 of92,216 common shares of the company (treasury shares)
Issue price and disposal price¥3,329 per share
Total issue value¥306,987,064
Payment date23 July 2026
Intended allotteeCategory 4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 26,540 shares, Category 15 executive officers and fellows / Number of Shares 53,058 shares, Category 12 employees of the company's subsidiaries / Number of Shares 12,618 shares
Dilution RateNot applicable (as this is a disposal of treasury shares, the total number of issued shares will not increase)
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,329. No discount or premium rate was stated.
Transfer restriction periodA period of between 3 and 5 years, as predetermined by the company's Board of Directors, from the date of allocation
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions within the company group during that period: director, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, fellow, other employee or an equivalent position. In the event of retirement or resignation upon expiration of the term of office, death or other justifiable grounds, the number of shares to be released and the timing of release will be reasonably adjusted.
Reason for acquisition without considerationIf, before expiration of the transfer restriction period, the recipient retires or resigns from an eligible position within the company group without justifiable grounds. If any shares remain subject to transfer restrictions upon expiration of the transfer restriction period. If, following the release of transfer restrictions due to a corporate reorganization or other event, any shares remain subject to transfer restrictions.
Categories and Number of Persons Covered4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 26,540 shares; 15 executive officers and fellows, 53,058 shares; 12 employees of the company's subsidiaries, 12,618 shares
Total Stock-Based CompensationMonetary compensation receivables for eligible directors: no more than ¥300 million per year
Stock Split Ratio3 shares for each 1 share; effective date: 1 October 2024 (past share split)
Procedures under the Corporate Code of ConductAt the 9th Annual General Meeting of Shareholders held on 26 June 2024, approval was obtained for the introduction of the restricted stock compensation plan and the compensation framework, among other matters. The disposal of treasury shares was resolved at the Board of Directors' meeting held on 24 June 2026.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 recipients with an incentive to enhance corporate value and promote value sharing with shareholders. Restricted stock compensation will also be granted to executive officers other than the eligible directors, fellows and subsidiary employees, in accordance with their duties and responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MACNICA HOLDINGS,INC. (3132) timely disclosure | Komori