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Share Issuance and Disposal3176Sanyo Trading Co.,Ltd.Trading & Wholesale

(Change to previously disclosed matters) Notice of partial changes to the terms of the agreement concerning the disposal of treasury shares as restricted stock compensation for the Company’s directors and executive officers

For the four most recent grants of restricted stock compensation, the contractual terms were changed so that, if an executive officer who does not concurrently serve as a director remains a regular employee after leaving the position of executive officer, the transfer restrictions will continue until the individual leaves the Company as a regular employee. The conditions for lifting the transfer restrictions and acquiring treasury shares without consideration upon death or departure were also reviewed.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Intended allottee
Directors and executive officers responsible for executing the Company’s business (eligible directors and others)
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
In principle, until departure from both the position of director and the position of executive officer. If the individual remains a regular employee after leaving the position of executive officer, until leaving the Company as a regular employee.
Conditions for lifting transfer restrictions
If an eligible director or other covered person holds the position of director or executive officer throughout the service provision period, the restrictions will be lifted when the restricted period expires. If the individual remains a regular employee after leaving the position of executive officer, the restrictions will be lifted when the individual leaves the Company as a regular employee. In the event of death or departure for a valid reason, the restrictions will be lifted on the number of shares calculated based on the number of months of service.
Reason for acquisition without consideration
Departure during the service provision period, including while remaining a regular employee, except in the event of a valid reason or death; dismissal for disciplinary reasons, resignation at the Company’s urging, or other events specified in the rules or agreement; and any shares for which the restrictions have not been lifted when the restricted period expires. If the individual remains a regular employee after leaving the position of executive officer for a valid reason, the Company will acquire without consideration any shares exceeding the number calculated under the prescribed formula.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Intended allotteeDirectors and executive officers responsible for executing the Company’s business (eligible directors and others)
Transfer restriction periodIn principle, until departure from both the position of director and the position of executive officer. If the individual remains a regular employee after leaving the position of executive officer, until leaving the Company as a regular employee.
Conditions for lifting transfer restrictionsIf an eligible director or other covered person holds the position of director or executive officer throughout the service provision period, the restrictions will be lifted when the restricted period expires. If the individual remains a regular employee after leaving the position of executive officer, the restrictions will be lifted when the individual leaves the Company as a regular employee. In the event of death or departure for a valid reason, the restrictions will be lifted on the number of shares calculated based on the number of months of service.
Reason for acquisition without considerationDeparture during the service provision period, including while remaining a regular employee, except in the event of a valid reason or death; dismissal for disciplinary reasons, resignation at the Company’s urging, or other events specified in the rules or agreement; and any shares for which the restrictions have not been lifted when the restricted period expires. If the individual remains a regular employee after leaving the position of executive officer for a valid reason, the Company will acquire without consideration any shares exceeding the number calculated under the prescribed formula.
Items this document does not state (23)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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.

In light of the purpose of the scheme, which is to share long-term stock value, it was determined appropriate to continue the transfer restrictions until the end of the individual’s employment as a regular employee when an executive officer remains a regular employee after leaving office at the end of the term.

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(Change to previously disclosed matters) Notice of partial changes to the terms of the agreement concerning the disposal of treasury shares as restricted stock compensation for the Company’s directors and executive officers | Sanyo Trading Co.,Ltd. (3176) timely disclosure | Komori