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Share Issuance and Disposal3361Toell Co.,Ltd.Retail

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 72,000 common shares to its directors and 22 employees as restricted stock compensation. The shares will generally be subject to transfer restrictions for 40 years.

Worth reading
50Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
72000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much72,000Shares

72,000 common shares (new shares)

Directors (including directors who are Audit and Supervisory Committee members)11 / 40,300 shares
Employees11 / 31,700 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.

¥879 per share
Total issue value

¥63,288,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥63,288,000. Under the plan, the annual cap on compensation receivables is ¥100 million for directors other than Audit and Supervisory Committee members and ¥5 million for directors who are Audit and 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
40 years (25 August 2026 to 24 August 2066)
Conditions for lifting transfer restrictions
As a general rule, directors must continuously hold a position as a director of the Company during the transfer restriction period, while employees must continuously hold either a position as a director or employee of the Company during the transfer restriction period. The transfer restrictions will be fully lifted upon expiration of the transfer restriction period. If a recipient leaves office or retires due to death, expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If it is determined that the transfer restrictions will not be lifted, the Company will automatically acquire the shares for no consideration. In the event of a corporate reorganization or other similar transaction, the Company will also acquire for no consideration any shares whose transfer restrictions have not been lifted after the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors (including directors who are Audit and Supervisory Committee members) / Number of Employees 11 / Number of allocated shares 40,300 shares, Category Employees / Number of Employees 11 / Number of allocated shares 31,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 25 August 2026 to 24 August 2066.
Payment date
25 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 3 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥879. No discount or premium was applied.
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 of72,000 common shares (new shares)
Issue price and disposal price¥879 per share
Total issue value¥63,288,000
Payment date25 August 2026
Intended allotteeName Directors (including directors who are Audit and Supervisory Committee members) / Number of Employees 11 / Number of Shares 40,300 shares, Name Employees / Number of Employees 11 / Number of Shares 31,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 25 August 2026 to 24 August 2066.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 3 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥879. No discount or premium was applied.
Transfer restriction period40 years (25 August 2026 to 24 August 2066)
Conditions for lifting transfer restrictionsAs a general rule, directors must continuously hold a position as a director of the Company during the transfer restriction period, while employees must continuously hold either a position as a director or employee of the Company during the transfer restriction period. The transfer restrictions will be fully lifted upon expiration of the transfer restriction period. If a recipient leaves office or retires due to death, expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf it is determined that the transfer restrictions will not be lifted, the Company will automatically acquire the shares for no consideration. In the event of a corporate reorganization or other similar transaction, the Company will also acquire for no consideration any shares whose transfer restrictions have not been lifted after the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors (including directors who are Audit and Supervisory Committee members) / Number of Employees 11 / Number of allocated shares 40,300 shares, Category Employees / Number of Employees 11 / Number of allocated shares 31,700 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥63,288,000. Under the plan, the annual cap on compensation receivables is ¥100 million for directors other than Audit and Supervisory Committee members and ¥5 million for directors who are Audit and Supervisory Committee members.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 that contribute to enhancing corporate value and promote the sharing of interests between the eligible recipients and shareholders. The Company also took into account the purpose of the plan, the Company's performance, the scope of the eligible recipients' responsibilities and other relevant factors.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Toell Co.,Ltd. (3361) timely disclosure | Komori