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Share Issuance and Disposal3197SKYLARK HOLDINGS CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 28,268 restricted shares as treasury shares to 12 directors, executive officers and others, with monetary compensation receivables contributed in kind. The shares may not be transferred until the requirements relating to continued service and performance, including share price and ESG targets, have been met.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much28,268Shares

28,268 common shares (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 23,162 shares
The Company's executive officers who do not concurrently serve as directors6 / 4,298 shares
Directors of subsidiaries of the Company1 / 808 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.

¥3,404 per share
Total issue value

¥96,224,272

Amount of funds to be raised
Total amount paid in: ¥96,224,272; estimated net proceeds: Not disclosed (because the payment is made through an in-kind contribution of compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥96,224,272
発行済株式総数

Not applicable (disposal of treasury shares only)

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
From 8 May 2026 until immediately after the eligible individual ceases to hold any position as a director of the Company, an executive officer who does not concurrently serve as a director, or the representative director of a principal subsidiary of the Company
Conditions for lifting transfer restrictions
Provided that, throughout the service provision period, the eligible directors and others continuously hold one of the eligible positions and the performance conditions, including the share price and ESG requirements, are achieved, all transfer restrictions will be lifted upon expiry of the restricted transfer period.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions are not lifted, all shares if it becomes clear that the relevant performance targets will not be achieved, and any shares whose restrictions are not lifted in connection with a reorganization or similar transaction. The Company will also acquire without consideration all or part of the shares if certain events occur, including a material violation of laws or internal rules, serious accounting fraud or a substantial loss.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 23,162 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of allocated shares 4,298 shares, Category Directors of subsidiaries of the Company / Number of Employees 1 / Number of allocated shares 808 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Payment date
8 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 8 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,404. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The resolution was approved by the Board of Directors based on a proposal from the Compensation Committee, an advisory body to the Board of Directors. Independent third-party opinions and confirmation of 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 of28,268 common shares (treasury shares)
Issue price and disposal price¥3,404 per share
Total issue value¥96,224,272
Amount of funds to be raisedTotal amount paid in: ¥96,224,272; estimated net proceeds: Not disclosed (because the payment is made through an in-kind contribution of compensation receivables)
Payment date8 May 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 23,162 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of Shares 4,298 shares, Name Directors of subsidiaries of the Company / Number of Employees 1 / Number of Shares 808 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 8 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,404. No discount or premium was applied.
Transfer restriction periodFrom 8 May 2026 until immediately after the eligible individual ceases to hold any position as a director of the Company, an executive officer who does not concurrently serve as a director, or the representative director of a principal subsidiary of the Company
Conditions for lifting transfer restrictionsProvided that, throughout the service provision period, the eligible directors and others continuously hold one of the eligible positions and the performance conditions, including the share price and ESG requirements, are achieved, all transfer restrictions will be lifted upon expiry of the restricted transfer period.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions are not lifted, all shares if it becomes clear that the relevant performance targets will not be achieved, and any shares whose restrictions are not lifted in connection with a reorganization or similar transaction. The Company will also acquire without consideration all or part of the shares if certain events occur, including a material violation of laws or internal rules, serious accounting fraud or a substantial loss.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 23,162 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of allocated shares 4,298 shares, Category Directors of subsidiaries of the Company / Number of Employees 1 / Number of allocated shares 808 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥96,224,272
Procedures under the Corporate Code of ConductThe resolution was approved by the Board of Directors based on a proposal from the Compensation Committee, an advisory body to the Board of Directors. Independent third-party opinions and confirmation of shareholder intent: Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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 and others with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SKYLARK HOLDINGS CO.,LTD. (3197) timely disclosure | Komori