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Share Issuance and Disposal3329TOWA FOOD SERVICE CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

東和フードサービス resolved to dispose of 2,048 treasury shares as restricted stock by having 5 directors contribute monetary compensation claims totaling ¥4,298,752 in kind.

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4298752
¥
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,048Shares

2,048 common shares of the Company (treasury shares)

4 of the Company’s directors, excluding directors who are Audit and Supervisory Committee members1,772 shares
1 director of the Company serving as an Audit & Supervisory Committee Member (excluding outside directors)276 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.

¥2,099 per share
Total issue value

¥4,298,752

Amount of funds to be raised
Total payment amount: ¥4,298,752; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥4,298,752. The annual compensation limits are ¥20 million for directors excluding directors who are Audit & Supervisory Committee members, and ¥2 million for directors who are Audit & Supervisory Committee members, excluding outside directors.
発行済株式総数

Not applicable (disposal of treasury shares)

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 the payment date until the later of the date on which the relevant director retires from the Company's board of directors and the date on which the securities report for the fiscal year containing the payment date (or, in certain cases, the semiannual report) is filed
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in the position of director of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date until the conclusion of the Company's first annual general meeting of shareholders thereafter, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement for a valid reason or due to death, the restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without consideration
If a director retires during the transfer restriction period without a valid reason, if any shares remain subject to the restrictions when the transfer restrictions are lifted, or if any shares remain subject to the restrictions following a corporate reorganization or similar event. If the Company's performance declines significantly or an act violating laws, regulations or internal rules occurs, the Company may demand the return without compensation of all or part of the shares or payment of an equivalent amount.
Categories and Number of Persons Covered
4 directors, excluding directors who are Audit & Supervisory Committee members: 1,772 shares; 1 director who is an Audit & Supervisory Committee member, excluding outside directors: 276 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, donated during the holder's lifetime or otherwise disposed of, and must be kept and maintained in a dedicated account until the transfer restrictions are lifted.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026 was ¥2,099. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 26th Annual General Meeting of Shareholders held on 11 July 2025, approval was obtained for the total compensation amount, number of shares and other matters. The Board of Directors adopted the resolution based on the recommendation of the Nomination and Compensation Committee.
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 of2,048 common shares of the Company (treasury shares)
Issue price and disposal price¥2,099 per share
Total issue value¥4,298,752
Amount of funds to be raisedTotal payment amount: ¥4,298,752; estimated net proceeds: Not disclosed
Payment date14 August 2026
Intended allotteeCategory 4 of the Company’s directors, excluding directors who are Audit and Supervisory Committee members / Number of Shares 1,772 shares, Category 1 director of the Company serving as an Audit & Supervisory Committee Member (excluding outside directors) / Number of Shares 276 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, donated during the holder's lifetime or otherwise disposed of, and must be kept and maintained in a dedicated account until the transfer restrictions are lifted.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026 was ¥2,099. No discount or premium rate was stated.
Transfer restriction periodFrom the payment date until the later of the date on which the relevant director retires from the Company's board of directors and the date on which the securities report for the fiscal year containing the payment date (or, in certain cases, the semiannual report) is filed
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in the position of director of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date until the conclusion of the Company's first annual general meeting of shareholders thereafter, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement for a valid reason or due to death, the restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without considerationIf a director retires during the transfer restriction period without a valid reason, if any shares remain subject to the restrictions when the transfer restrictions are lifted, or if any shares remain subject to the restrictions following a corporate reorganization or similar event. If the Company's performance declines significantly or an act violating laws, regulations or internal rules occurs, the Company may demand the return without compensation of all or part of the shares or payment of an equivalent amount.
Categories and Number of Persons Covered4 directors, excluding directors who are Audit & Supervisory Committee members: 1,772 shares; 1 director who is an Audit & Supervisory Committee member, excluding outside directors: 276 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥4,298,752. The annual compensation limits are ¥20 million for directors excluding directors who are Audit & Supervisory Committee members, and ¥2 million for directors who are Audit & Supervisory Committee members, excluding outside directors.
Procedures under the Corporate Code of ConductAt the 26th Annual General Meeting of Shareholders held on 11 July 2025, approval was obtained for the total compensation amount, number of shares and other matters. The Board of Directors adopted the resolution based on the recommendation of the Nomination and Compensation Committee.
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 directors with an incentive to promote the sustained enhancement of corporate value and share value with shareholders, and to foster an awareness of shared interests with shareholders among directors who are Audit & Supervisory Committee members and provide them with an incentive to increase corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOWA FOOD SERVICE CO.,LTD. (3329) timely disclosure | Komori