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Share Issuance and Disposal3179Syuppin Co.,Ltd.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,022 treasury shares as restricted stock compensation, without requiring cash payment, for 5 directors, including outside directors. The shares will generally be subject to transfer restrictions for 3 years.

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46Recurring
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Neutral
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Scale
12022
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,022Shares

12,022 treasury shares

5 directors of the Company (including 5 outside directors)12,022 shares

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

¥1,106 per share
Total issue value

¥13,296,332

Amount of funds to be raised
Not applicable for either the total payment amount or the estimated net proceeds, as no cash payment or other payment is required.
Total Stock-Based Compensation
Up to ¥140 million per year (of which the portion for outside directors is up to ¥70 million per year)
発行済株式総数

Approximately 0.06% (based on 21,354,291 issued shares; also approximately 0.06% based on 210,504 voting rights)

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
The period designated in advance by the Board of Directors, being either 3 years from the allocation date or the period up to the date on which the holder leaves the prescribed position as a director, executive officer or otherwise of the Company.
Conditions for lifting transfer restrictions
In principle, all restrictions will be lifted upon expiry of the transfer restriction period, provided that the applicable director has continuously held the prescribed position throughout that period. In cases where the director leaves the position upon expiry of the term, death or other justifiable reason, or in connection with a corporate reorganisation or other event, a reasonably calculated number of shares will be released at the prescribed time.
Reason for acquisition without consideration
All shares whose transfer restrictions are not lifted will be acquired without consideration (forfeited). If the Board of Directors determines that certain misconduct has occurred, including a material accounting correction, material damage to the Company, or a violation of laws, regulations or internal rules, the Company may acquire all or part of the shares without consideration (forfeit them) and demand the return of shares for which the restrictions have already been lifted or otherwise.
Categories and Number of Persons Covered
5 directors of the Company (including 5 outside directors), 12,022 shares
Intended allottee's holding policy
The allocated shares will generally be restricted from transfer or other disposal for 3 years from the allocation date or until the holder leaves the prescribed position. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paid
The closing price of the common shares on the Tokyo Stock Exchange Prime Market on 15 October 2026 was ¥1,106. No discount or premium.
Procedures under the Corporate Code of Conduct
The introduction of this plan was approved at the extraordinary general meeting of shareholders held on 29 September 2026. The number of shares allocated and the terms of each grant will be deliberated and submitted for consideration by the Nominating and Compensation Committee, chaired by an independent outside director and composed of a majority of independent outside directors, and decided by the Board of Directors.
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 of12,022 treasury shares
Issue price and disposal price¥1,106 per share
Total issue value¥13,296,332
Amount of funds to be raisedNot applicable for either the total payment amount or the estimated net proceeds, as no cash payment or other payment is required.
Intended allotteeName 5 directors of the Company (including 5 outside directors) / Number of Shares 12,022 shares
Intended allottee's holding policyThe allocated shares will generally be restricted from transfer or other disposal for 3 years from the allocation date or until the holder leaves the prescribed position. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution RateApproximately 0.06% (based on 21,354,291 issued shares; also approximately 0.06% based on 210,504 voting rights)
Basis for determining the amount to be paidThe closing price of the common shares on the Tokyo Stock Exchange Prime Market on 15 October 2026 was ¥1,106. No discount or premium.
Transfer restriction periodThe period designated in advance by the Board of Directors, being either 3 years from the allocation date or the period up to the date on which the holder leaves the prescribed position as a director, executive officer or otherwise of the Company.
Conditions for lifting transfer restrictionsIn principle, all restrictions will be lifted upon expiry of the transfer restriction period, provided that the applicable director has continuously held the prescribed position throughout that period. In cases where the director leaves the position upon expiry of the term, death or other justifiable reason, or in connection with a corporate reorganisation or other event, a reasonably calculated number of shares will be released at the prescribed time.
Reason for acquisition without considerationAll shares whose transfer restrictions are not lifted will be acquired without consideration (forfeited). If the Board of Directors determines that certain misconduct has occurred, including a material accounting correction, material damage to the Company, or a violation of laws, regulations or internal rules, the Company may acquire all or part of the shares without consideration (forfeit them) and demand the return of shares for which the restrictions have already been lifted or otherwise.
Categories and Number of Persons Covered5 directors of the Company (including 5 outside directors), 12,022 shares
Total Stock-Based CompensationUp to ¥140 million per year (of which the portion for outside directors is up to ¥70 million per year)
Procedures under the Corporate Code of ConductThe introduction of this plan was approved at the extraordinary general meeting of shareholders held on 29 September 2026. The number of shares allocated and the terms of each grant will be deliberated and submitted for consideration by the Nominating and Compensation Committee, chaired by an independent outside director and composed of a majority of independent outside directors, and decided by the Board of Directors.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsPayment dateTotal 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 strengthen a structure under which the directors, including outside directors, share value with shareholders and commit to enhancing corporate value over the medium to long term in connection with the transition to a new monitoring board structure.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Syuppin Co.,Ltd. (3179) timely disclosure | Komori