Komori
Share Issuance and Disposal3143O'will CorporationTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 45,000 treasury shares at ¥687 per share as restricted stock compensation to 5 directors. The shares generally may not be transferred for 30 years, and the transfer restrictions will be lifted if conditions such as continued service are met.

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Direction
Neutral
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Scale
45000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much45,000Shares

45,000 treasury shares

5 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors; 45,000 shares

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

¥687 per share
Total Stock-Based Compensation

Total monetary receivables of ¥30,915,000 (annual limit under the system: no more than ¥60 million)

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
30 years (from 24 July 2026 to 24 July 2056)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, executive officer not concurrently serving as a director, Audit & Supervisory Board member, employee or an equivalent position. If the recipient leaves office or employment upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient commits a violation of laws or regulations or becomes subject to another specified event, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the time the restrictions are lifted upon expiration of the transfer restriction period or upon the recipient's departure from office or employment.
Stock Split RatioOnly the fact that the number of shares reflects an adjustment made in connection with the stock split effective 1 October 2025 is disclosed. The split ratio was not disclosed.
Categories and Number of Persons Covered
5 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors; 45,000 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and any other disposition are prohibited. The transfer restriction period runs from 24 July 2026 to 24 July 2056.
Payment date
24 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 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥687. No discount or premium rate was disclosed.
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 of45,000 treasury shares
Issue price and disposal price¥687 per share
Payment date24 July 2026
Intended allottee5 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors; 45,000 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and any other disposition are prohibited. The transfer restriction period runs from 24 July 2026 to 24 July 2056.
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 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥687. No discount or premium rate was disclosed.
Transfer restriction period30 years (from 24 July 2026 to 24 July 2056)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, executive officer not concurrently serving as a director, Audit & Supervisory Board member, employee or an equivalent position. If the recipient leaves office or employment upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient commits a violation of laws or regulations or becomes subject to another specified event, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the time the restrictions are lifted upon expiration of the transfer restriction period or upon the recipient's departure from office or employment.
Categories and Number of Persons Covered5 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors; 45,000 shares
Total Stock-Based CompensationTotal monetary receivables of ¥30,915,000 (annual limit under the system: no more than ¥60 million)
Stock Split RatioOnly the fact that the number of shares reflects an adjustment made in connection with the stock split effective 1 October 2025 is disclosed. The split ratio was not disclosed.
Items this document does not state (15)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 incentives to sustainably enhance corporate value and promote value sharing with shareholders, as well as to further increase their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | O'will Corporation (3143) timely disclosure | Komori