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Share Issuance and Disposal3181KAITORI OKOKU CO.,LTD.Retail

Notice Concerning the Issuance of New Shares as Restricted Stock-Based Compensation

The Company has resolved to issue 25,800 new common shares as restricted stock compensation for directors and employees. Of these, 9,000 shares will be allocated to 4 directors and 16,800 shares to 98 employees.

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Neutral
Direction inferred from the company’s description.
Scale
25800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much25,800Shares

25,800 common shares (new shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members)4 / 9,000 shares
The Company's employees (employees who meet certain eligibility criteria)98 / 16,800 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.

¥942 per share
Total issue value

¥24,303,600

Amount of funds to be raised
Monetary compensation receivables of ¥24,303,600. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables of up to ¥22.5 million per year. The total of the monetary compensation receivables for this issuance and the other monetary receivables is ¥24,303,600.
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
Directors: From the allocation date until immediately after they cease to hold their positions as directors of the Company (excluding directors who are Audit and Supervisory Committee members). Employees: One-half of the shares granted, from 15 July 2026 to 15 July 2031, and the remaining one-half, from 15 July 2026 until retirement from employment.
Conditions for lifting transfer restrictions
For employees, all transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that they have continuously remained in the Company's employ throughout the period. For directors, the shares will remain subject to transfer restrictions until they cease to hold their positions.
Reason for acquisition without consideration
If an employee retires during the transfer restriction period, the Company will automatically acquire without consideration the shares specified in the agreement. The agreement also provides for the treatment of the shares in the event of a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 9,000 shares, Category Employees of the Company / Number of Employees 98 / Number of allocated shares 16,800 shares
Intended allottee's holding policy
For directors, the shares will be subject to transfer restrictions from the date of allocation until immediately after they cease to hold their positions as directors of the Company (excluding directors who are Audit and Supervisory Committee members). For employees, one-half of the shares granted will be subject to transfer restrictions until 15 July 2031, and the remaining one-half until retirement from employment.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 11 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥942. No discount or premium rate has been disclosed.
Procedures under the Corporate Code of Conduct
At the annual general meetings held on 25 May 2018, 25 May 2023 and 26 May 2026, approval was obtained for the payment of monetary compensation receivables under this plan and for the transfer restriction period.
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 of25,800 common shares (new shares)
Issue price and disposal price¥942 per share
Total issue value¥24,303,600
Amount of funds to be raisedMonetary compensation receivables of ¥24,303,600. Estimated net proceeds: Not disclosed
Payment date15 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 4 / Number of Shares 9,000 shares, Name The Company's employees (employees who meet certain eligibility criteria) / Number of Employees 98 / Number of Shares 16,800 shares
Intended allottee's holding policyFor directors, the shares will be subject to transfer restrictions from the date of allocation until immediately after they cease to hold their positions as directors of the Company (excluding directors who are Audit and Supervisory Committee members). For employees, one-half of the shares granted will be subject to transfer restrictions until 15 July 2031, and the remaining one-half until retirement from employment.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 11 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥942. No discount or premium rate has been disclosed.
Transfer restriction periodDirectors: From the allocation date until immediately after they cease to hold their positions as directors of the Company (excluding directors who are Audit and Supervisory Committee members). Employees: One-half of the shares granted, from 15 July 2026 to 15 July 2031, and the remaining one-half, from 15 July 2026 until retirement from employment.
Conditions for lifting transfer restrictionsFor employees, all transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that they have continuously remained in the Company's employ throughout the period. For directors, the shares will remain subject to transfer restrictions until they cease to hold their positions.
Reason for acquisition without considerationIf an employee retires during the transfer restriction period, the Company will automatically acquire without consideration the shares specified in the agreement. The agreement also provides for the treatment of the shares in the event of a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 9,000 shares, Category Employees of the Company / Number of Employees 98 / Number of allocated shares 16,800 shares
Total Stock-Based CompensationMonetary compensation receivables of up to ¥22.5 million per year. The total of the monetary compensation receivables for this issuance and the other monetary receivables is ¥24,303,600.
Procedures under the Corporate Code of ConductAt the annual general meetings held on 25 May 2018, 25 May 2023 and 26 May 2026, approval was obtained for the payment of monetary compensation receivables under this plan and for the transfer restriction period.
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.

The purpose is to provide a sustained incentive to enhance corporate value, align interests with shareholders, and further motivate the eligible directors and other recipients. For the eligible directors, the Company also intends to require them to hold the shares until they cease to hold their positions, thereby strengthening their motivation to contribute to the sustained enhancement of corporate value and promoting the sharing of value with shareholders.

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Notice Concerning the Issuance of New Shares as Restricted Stock-Based Compensation | KAITORI OKOKU CO.,LTD. (3181) timely disclosure | Komori