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Share Issuance and Disposal3306THE SEIMA HOLDINGS CO.,LTD.Trading & Wholesale

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

The Company resolved to issue 55,000 new common shares to 7 directors as restricted stock compensation. The payment date is 12 August 2026, the issue price is ¥695 per share, and the total issue amount is ¥38.225 million.

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Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
55000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much55,000Shares

55,000 common shares (new shares)

4 of the Company's directors, excluding directors who are Audit & Supervisory Committee members35,500 shares
3 of the Company's directors who are Audit & Supervisory Committee members19,500 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.

¥695 per share
Total issue value

¥38,225,000

Amount of funds to be raised
Total amount to be paid in: ¥38,225,000; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables from the eligible directors)
Total Stock-Based Compensation
Total monetary compensation receivables of ¥38,225,000. The compensation limits are an annual amount of up to ¥85 million for directors who are not Audit & Supervisory Committee Members and up to ¥15 million for directors who are Audit & Supervisory Committee Members.
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 12 August 2026 until immediately after the director ceases to hold office, provided that if that date is on or before 30 June 2027, the restriction will remain in effect until midnight on 1 July 2027.
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director from the Annual General Meeting held on 25 June 2026 until the conclusion of the Annual General Meeting scheduled for June 2027. In the event of retirement due to death or other valid reasons, the restriction will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire for no consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
4 of the Company's directors, excluding directors who are Audit & Supervisory Committee Members: 35,500 shares; 3 of the Company's directors who are Audit & Supervisory Committee Members: 19,500 shares
Intended allottee's holding policy
For a specified period, the recipients may not transfer, create security interests over or otherwise dispose of the Company's common shares allocated under the allocation agreement.
Payment date
12 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 July 2026, the business day preceding the Board of Directors' resolution, was ¥695. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the Annual General Meeting held on 25 June 2026, the Company obtained approval to pay monetary compensation receivables for the grant of restricted stock.
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 of55,000 common shares (new shares)
Issue price and disposal price¥695 per share
Total issue value¥38,225,000
Amount of funds to be raisedTotal amount to be paid in: ¥38,225,000; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables from the eligible directors)
Payment date12 August 2026
Intended allotteeName 4 of the Company's directors, excluding directors who are Audit & Supervisory Committee members / Number of Shares 35,500 shares, Name 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 19,500 shares
Intended allottee's holding policyFor a specified period, the recipients may not transfer, create security interests over or otherwise dispose of the Company's common shares allocated under the allocation agreement.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 July 2026, the business day preceding the Board of Directors' resolution, was ¥695. No discount or premium rate is stated.
Transfer restriction periodFrom 12 August 2026 until immediately after the director ceases to hold office, provided that if that date is on or before 30 June 2027, the restriction will remain in effect until midnight on 1 July 2027.
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director from the Annual General Meeting held on 25 June 2026 until the conclusion of the Annual General Meeting scheduled for June 2027. In the event of retirement due to death or other valid reasons, the restriction will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire for no consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered4 of the Company's directors, excluding directors who are Audit & Supervisory Committee Members: 35,500 shares; 3 of the Company's directors who are Audit & Supervisory Committee Members: 19,500 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥38,225,000. The compensation limits are an annual amount of up to ¥85 million for directors who are not Audit & Supervisory Committee Members and up to ¥15 million for directors who are Audit & Supervisory Committee Members.
Procedures under the Corporate Code of ConductAt the Annual General Meeting held on 25 June 2026, the Company obtained approval to pay monetary compensation receivables for the grant of restricted stock.
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.

To provide incentives for the sustained enhancement of corporate value, the prevention of damage to corporate value and the maintenance of credibility, and to promote the sharing of value with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | THE SEIMA HOLDINGS CO.,LTD. (3306) timely disclosure | Komori