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Share Issuance and Disposal3172Tea Life Co.,Ltd.Retail

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The company resolved to newly issue 5,100 common shares to 3 directors as restricted stock compensation. The issue price is ¥1,134 per share, and the payment date is 24 November 2026.

Worth reading
48Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
5100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much5,100Shares

5,100 new shares

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 5,100 shares

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

¥1,134 per share
Total issue value

¥5,783,400

Amount of funds to be raised
As the entire amount of these monetary claims will be paid in as property contributed in kind, the total payment amount is ¥5,783,400, and the estimated net proceeds are Not disclosed.
Total Stock-Based Compensation
Total monetary claims of ¥5,783,400. The compensation framework provides for an annual limit of ¥50 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
From 24 November 2026 until immediately after leaving any position as a director, employee, adviser, counselor or other equivalent position of the company
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the individual continuously holds one of the positions of director, employee, adviser, counselor or other equivalent position of the company during the service period from the start date of the duties through immediately before the end of the first ordinary general meeting of shareholders held thereafter. If the individual leaves office or retires upon expiry of the term or for another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares corresponding to the period in office.
Reason for acquisition without consideration
If the individual violates any law or regulation during the transfer restriction period or falls under any other specified circumstance set out in the allocation agreement, the company will acquire all of the allocated shares held without consideration. The company will also acquire without consideration any shares for which the restrictions are not lifted at the expiry of the transfer restriction period or when the restrictions are lifted.
Categories and Number of Persons Covered
3 directors of the company, excluding directors who are Audit & Supervisory Committee members and outside directors; 5,100 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Payment date
24 November 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange Standard Market on 26 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,134. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The resolution was adopted by the Board of Directors after consultation with the Nomination and Compensation Committee. Whether an independent third party's opinion was obtained or shareholders' intentions were confirmed is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of5,100 new shares
Issue price and disposal price¥1,134 per share
Total issue value¥5,783,400
Amount of funds to be raisedAs the entire amount of these monetary claims will be paid in as property contributed in kind, the total payment amount is ¥5,783,400, and the estimated net proceeds are Not disclosed.
Payment date24 November 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 5,100 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange Standard Market on 26 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,134. No discount or premium rate is stated.
Transfer restriction periodFrom 24 November 2026 until immediately after leaving any position as a director, employee, adviser, counselor or other equivalent position of the company
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the individual continuously holds one of the positions of director, employee, adviser, counselor or other equivalent position of the company during the service period from the start date of the duties through immediately before the end of the first ordinary general meeting of shareholders held thereafter. If the individual leaves office or retires upon expiry of the term or for another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares corresponding to the period in office.
Reason for acquisition without considerationIf the individual violates any law or regulation during the transfer restriction period or falls under any other specified circumstance set out in the allocation agreement, the company will acquire all of the allocated shares held without consideration. The company will also acquire without consideration any shares for which the restrictions are not lifted at the expiry of the transfer restriction period or when the restrictions are lifted.
Categories and Number of Persons Covered3 directors of the company, excluding directors who are Audit & Supervisory Committee members and outside directors; 5,100 shares
Total Stock-Based CompensationTotal monetary claims of ¥5,783,400. The compensation framework provides for an annual limit of ¥50 million.
Procedures under the Corporate Code of ConductThe resolution was adopted by the Board of Directors after consultation with the Nomination and Compensation Committee. Whether an independent third party's opinion was obtained or shareholders' intentions were confirmed is Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

To provide the eligible directors with incentives to evaluate management from a medium- to long-term perspective and promote value sharing with shareholders. The purpose is also to further increase the motivation of each eligible director.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Tea Life Co.,Ltd. (3172) timely disclosure | Komori