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Share Issuance and Disposal3169Misawa & Co.,Ltd.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 50,300 treasury shares as restricted stock compensation for 4 directors and 20 employees. The transfer restrictions will remain in place for the directors until they cease to serve as directors and for the employees until 7 June 2031.

Worth reading
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Direction
Neutral
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Scale
50300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much50,300Shares

50,300 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 24,000 shares
Employees of the Company20 / 26,300 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.

¥652 per share
Total issue value

¥32,795,600

Amount of funds to be raised
Total payment amount: ¥32,795,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥32,795,600. The total annual amount of monetary compensation receivables to be paid as compensation and other remuneration to the eligible directors is capped at ¥100 million.
発行済株式総数

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

As this is a disposal of treasury shares and the total number of issued shares will not increase, there will be no dilution.

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
Restricted Stock I: From 8 June 2026 until the date on which the relevant recipient ceases to serve as a director of the Company. Restricted Stock II: From 8 June 2026 through 7 June 2031.
Conditions for lifting transfer restrictions
For Restricted Stock I, the recipient must continuously remain a director through the date of the first annual general meeting of shareholders to be held after the grant. If the recipient ceases to serve as a director for a valid reason, a portion of the restrictions will be lifted in proportion to the number of months in office. For Restricted Stock II, the recipient must continuously hold one of the following positions during the restriction period: director, executive officer or employee of the Company. If the recipient ceases to serve as a director or executive officer or leaves the Company's employment for a valid reason, all restrictions will be lifted.
Reason for acquisition without consideration
If a director ceases to serve as a director before the day preceding the first annual general meeting of shareholders to be held after the grant, unless the Board of Directors recognizes a valid reason. If an employee ceases to serve as a director or executive officer or leaves the Company's employment before the end of the transfer restriction period, unless there is a valid reason. Shares for which the transfer restrictions have not been lifted when the restriction period expires. Shares for which the transfer restrictions have not been lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 of the Company's directors, 24,000 shares; 20 of the Company's employees, 26,300 shares
Intended allottee's holding policy
The shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the owner's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
8 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 19 May 2026, ¥652. No discount or premium.
Procedures under the Corporate Code of Conduct
As the special requirements for the grant of restricted stock compensation have been satisfied, the Company has not filed a securities notification. Other independent third-party opinions and procedures for confirming shareholder intent: Not 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 of50,300 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥652 per share
Total issue value¥32,795,600
Amount of funds to be raisedTotal payment amount: ¥32,795,600; estimated net proceeds: Not disclosed
Payment date8 June 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 24,000 shares, Name Employees of the Company / Number of Employees 20 / Number of Shares 26,300 shares
Intended allottee's holding policyThe shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the owner's lifetime, bequeathed or otherwise disposed of in any manner.
Dilution RateAs this is a disposal of treasury shares and the total number of issued shares will not increase, there will be no dilution.
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 stock on the Tokyo Stock Exchange on 19 May 2026, ¥652. No discount or premium.
Transfer restriction periodRestricted Stock I: From 8 June 2026 until the date on which the relevant recipient ceases to serve as a director of the Company. Restricted Stock II: From 8 June 2026 through 7 June 2031.
Conditions for lifting transfer restrictionsFor Restricted Stock I, the recipient must continuously remain a director through the date of the first annual general meeting of shareholders to be held after the grant. If the recipient ceases to serve as a director for a valid reason, a portion of the restrictions will be lifted in proportion to the number of months in office. For Restricted Stock II, the recipient must continuously hold one of the following positions during the restriction period: director, executive officer or employee of the Company. If the recipient ceases to serve as a director or executive officer or leaves the Company's employment for a valid reason, all restrictions will be lifted.
Reason for acquisition without considerationIf a director ceases to serve as a director before the day preceding the first annual general meeting of shareholders to be held after the grant, unless the Board of Directors recognizes a valid reason. If an employee ceases to serve as a director or executive officer or leaves the Company's employment before the end of the transfer restriction period, unless there is a valid reason. Shares for which the transfer restrictions have not been lifted when the restriction period expires. Shares for which the transfer restrictions have not been lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 of the Company's directors, 24,000 shares; 20 of the Company's employees, 26,300 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥32,795,600. The total annual amount of monetary compensation receivables to be paid as compensation and other remuneration to the eligible directors is capped at ¥100 million.
Procedures under the Corporate Code of ConductAs the special requirements for the grant of restricted stock compensation have been satisfied, the Company has not filed a securities notification. Other independent third-party opinions and procedures for confirming shareholder intent: Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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.

For directors, to align their interests with shareholders by sharing the benefits and risks of share price fluctuations and to increase their motivation to contribute to an increase in the share price and corporate value. For employees, to provide restricted stock compensation to employees who meet certain conditions.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | Misawa & Co.,Ltd. (3169) timely disclosure | Komori