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Share Issuance and Disposal3221Yossix Holdings Co.,Ltd.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 33,900 treasury shares as restricted stock compensation for directors, executive officers and employees. The total payment amount is ¥107,971,500, but this is not a conventional financing because monetary compensation receivables will be contributed in kind.

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Direction
Neutral
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Scale
33900
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much33,900Shares

33,900 shares of the Company's common stock (treasury shares)

4 of the Company's directors (excluding directors who are Audit & Supervisory Committee members)29,000 shares
4 executive officers of the Company3,100 shares
1 employee of the Company200 shares
1 director of a subsidiary of the Company200 shares
4 employees of the Company's subsidiaries1,400 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.

¥3,185 per share
Total issue value

¥107,971,500

Amount of funds to be raised
Total payment amount: ¥107,971,500; approximate net proceeds: Not disclosed (monetary receivables contributed in kind under the plan)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥107,971,500
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 24 July 2026 until the date on which the recipient ceases to be a director, executive officer, employee or otherwise hold a position specified by the Company's or a subsidiary's board of directors. However, if the point immediately after 1 July 2027 occurs later than that date, the period will continue until that point.
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director, executive officer or employee of the Company or one of its subsidiaries during the service period from the date of the annual general meeting of shareholders held on 24 June 2026 to the date of the annual general meeting of shareholders held in the following year. In the event of resignation or retirement due to death or another reason deemed legitimate by the board of directors, the restrictions will be lifted at that time.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
Category The Company's directors (excluding Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 29,000 shares, Category Executive officers of the Company / Number of Employees 4 / Number of allocated shares 3,100 shares, Category The Company's employees / Number of Employees 1 / Number of allocated shares 200 shares, Category Directors of the company's subsidiaries / Number of Employees 1 / Number of allocated shares 200 shares, Category Employees of the company's subsidiaries / Number of Employees 4 / Number of allocated shares 1,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥3,185. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the 41st annual general meeting of shareholders held on 24 June 2026, approval was obtained to set the total number of common shares issued or disposed of to the Company's directors at no more than 150,000 shares per year.
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 of33,900 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,185 per share
Total issue value¥107,971,500
Amount of funds to be raisedTotal payment amount: ¥107,971,500; approximate net proceeds: Not disclosed (monetary receivables contributed in kind under the plan)
Payment date24 July 2026
Intended allotteeName 4 of the Company's directors (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 29,000 shares, Name 4 executive officers of the Company / Number of Shares 3,100 shares, Name 1 employee of the Company / Number of Shares 200 shares, Name 1 director of a subsidiary of the Company / Number of Shares 200 shares, Name 4 employees of the Company's subsidiaries / Number of Shares 1,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥3,185. No discount or premium is stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to be a director, executive officer, employee or otherwise hold a position specified by the Company's or a subsidiary's board of directors. However, if the point immediately after 1 July 2027 occurs later than that date, the period will continue until that point.
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director, executive officer or employee of the Company or one of its subsidiaries during the service period from the date of the annual general meeting of shareholders held on 24 June 2026 to the date of the annual general meeting of shareholders held in the following year. In the event of resignation or retirement due to death or another reason deemed legitimate by the board of directors, the restrictions will be lifted at that time.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons CoveredCategory The Company's directors (excluding Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 29,000 shares, Category Executive officers of the Company / Number of Employees 4 / Number of allocated shares 3,100 shares, Category The Company's employees / Number of Employees 1 / Number of allocated shares 200 shares, Category Directors of the company's subsidiaries / Number of Employees 1 / Number of allocated shares 200 shares, Category Employees of the company's subsidiaries / Number of Employees 4 / Number of allocated shares 1,400 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥107,971,500
Procedures under the Corporate Code of ConductAt the 41st annual general meeting of shareholders held on 24 June 2026, approval was obtained to set the total number of common shares issued or disposed of to the Company's directors at no more than 150,000 shares per year.
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 incentives for the sustainable enhancement of the Company's medium- to long-term corporate value and shareholder value and to promote the sharing of value with shareholders. The Company also took into consideration the purpose of the plan, its business performance and the scope of responsibilities of each allottee.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Yossix Holdings Co.,Ltd. (3221) timely disclosure | Komori