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Share Issuance and Disposal3151VITAL KSK HOLDINGS,INC.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Performance-Linked Restricted Stock Compensation

The company announced plans to dispose of treasury shares to the directors, executive officers and eligible employees of the company and its principal subsidiaries under the performance-linked restricted stock compensation plan. The total payment amount is currently expected to be ¥53.5 million.

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53500000
¥
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Details of issuance or disposal

Disposal of treasury shares as performance-linked restricted stock compensation

Intended allottee
The company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors), executive officers and eligible employees; and the directors (excluding outside directors), executive officers and eligible employees of the company's principal subsidiaries
Amount of funds to be raised

Reasonably expected total payment amount: ¥53,500,000; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Reasonably expected total payment amount: ¥53,500,000
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 25 July 2026 until the recipient ceases to be a director, executive officer or eligible employee of the company or its subsidiaries. However, if the recipient ceases to hold such position before 30 June 2027, the restriction will remain in effect until 1 July 2027.
Conditions for lifting transfer restrictions
All of the allocated shares held by each recipient will be released from the restrictions upon expiration of the restriction period. Shares will be delivered according to the degree of achievement of numerical targets and other performance criteria during the performance evaluation period.
Reason for acquisition without consideration
If a recipient ceases to be a director, executive officer or eligible employee of the company or its subsidiaries, unless the company's Board of Directors determines that there is a valid reason. The company may also acquire the shares without consideration if the restrictions have not been released upon expiration of the restriction period or remain unreleased due to a corporate reorganization or other event.
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paid
The simple average closing price of the common shares on the Tokyo Stock Exchange during the latest one-month period through the business day immediately preceding the date of the Board of Directors' resolution (25 May 2026 to 24 June 2026). Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The introduction of the plan was approved at the 14th annual general meeting of shareholders held on 29 June 2023.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked restricted stock compensation
Issue price and disposal priceThe simple average closing price of the company's common shares on the Tokyo Stock Exchange during the latest one-month period through the business day immediately preceding the date of the Board of Directors' resolution (25 May 2026 to 24 June 2026)
Amount of funds to be raisedReasonably expected total payment amount: ¥53,500,000; estimated net proceeds: Not disclosed
Intended allotteeThe company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors), executive officers and eligible employees; and the directors (excluding outside directors), executive officers and eligible employees of the company's principal subsidiaries
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe simple average closing price of the common shares on the Tokyo Stock Exchange during the latest one-month period through the business day immediately preceding the date of the Board of Directors' resolution (25 May 2026 to 24 June 2026). Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 25 July 2026 until the recipient ceases to be a director, executive officer or eligible employee of the company or its subsidiaries. However, if the recipient ceases to hold such position before 30 June 2027, the restriction will remain in effect until 1 July 2027.
Conditions for lifting transfer restrictionsAll of the allocated shares held by each recipient will be released from the restrictions upon expiration of the restriction period. Shares will be delivered according to the degree of achievement of numerical targets and other performance criteria during the performance evaluation period.
Reason for acquisition without considerationIf a recipient ceases to be a director, executive officer or eligible employee of the company or its subsidiaries, unless the company's Board of Directors determines that there is a valid reason. The company may also acquire the shares without consideration if the restrictions have not been released upon expiration of the restriction period or remain unreleased due to a corporate reorganization or other event.
Total Stock-Based CompensationReasonably expected total payment amount: ¥53,500,000
Procedures under the Corporate Code of ConductThe introduction of the plan was approved at the 14th annual general meeting of shareholders held on 29 June 2023.
Items this document does not state (17)
Number of shares to be issued or disposed ofTotal issue valueEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsCategories and Number of Persons CoveredUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 implement the share-based compensation approved at the annual general meeting of shareholders held on 29 June 2023 under the performance-linked restricted stock compensation plan.

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Notice Regarding the Disposal of Treasury Shares as Performance-Linked Restricted Stock Compensation | VITAL KSK HOLDINGS,INC. (3151) timely disclosure | Komori