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Share Issuance and Disposal3199Watahan & Co.,Ltd.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 42,735 treasury shares to 5 directors as restricted stock compensation. The shares will be subject to a 30-year transfer restriction.

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43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
59999940
¥
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much42,735Shares

42,735 common shares of the Company (treasury shares)

5 directors of the Company (excluding directors who are Audit and Supervisory Committee members)42,735 shares

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

¥1,404 per share
Total issue value

¥59,999,940

Total Stock-Based Compensation
Total monetary compensation receivables of ¥59,999,940. The annual compensation limit is ¥100 million in total.
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
30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictions
Provided that the recipient has continuously held the position of director of the Company during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If the recipient leaves office before the period expires due to the expiration of the term of office, death, or any other reason deemed legitimate by the Company’s Board of Directors, the restrictions will be lifted for the number of shares calculated according to the number of months in office.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are lifted.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd. (the provider of the designated account)
Categories and Number of Persons Covered
5 directors of the Company (excluding directors who are Audit and Supervisory Committee members), 42,735 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, donated during the holder’s lifetime, or otherwise disposed of. All shares must be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 25 June 2026, ¥1,404. There is no discount or premium.
Procedures under the Corporate Code of Conduct
At the 73rd Annual General Meeting of Shareholders held on 24 June 2021, approval was obtained for the payment of monetary compensation receivables and a 30-year transfer restriction period.
Impact on Business Performance
No impact on financial performance is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock
Number of shares to be issued or disposed of42,735 common shares of the Company (treasury shares)
Issue price and disposal price¥1,404 per share
Total issue value¥59,999,940
Payment date24 July 2026
Intended allotteeName 5 directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 42,735 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, donated during the holder’s lifetime, or otherwise disposed of. All shares must be held and maintained in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 25 June 2026, ¥1,404. There is no discount or premium.
Transfer restriction period30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictionsProvided that the recipient has continuously held the position of director of the Company during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If the recipient leaves office before the period expires due to the expiration of the term of office, death, or any other reason deemed legitimate by the Company’s Board of Directors, the restrictions will be lifted for the number of shares calculated according to the number of months in office.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons Covered5 directors of the Company (excluding directors who are Audit and Supervisory Committee members), 42,735 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥59,999,940. The annual compensation limit is ¥100 million in total.
Underwriter / lead underwriterMizuho Securities Co., Ltd. (the provider of the designated account)
Procedures under the Corporate Code of ConductAt the 73rd Annual General Meeting of Shareholders held on 24 June 2021, approval was obtained for the payment of monetary compensation receivables and a 30-year transfer restriction period.
Impact on Business PerformanceNo impact on financial performance is stated.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 the linkage between directors’ compensation and share value, provide incentives for the sustained enhancement of corporate value, and promote value sharing with shareholders. The measure is also intended to further increase directors’ motivation to contribute to the enhancement of corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | Watahan & Co.,Ltd. (3199) timely disclosure | Komori