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Share Issuance and Disposal3375ZOA CORPORATIONRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allot 2,500 treasury shares to 1 director as restricted stock compensation. The disposal price is ¥1,620 per share, for a total disposal value of ¥4.05 million.

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Direction
Neutral
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Scale
2500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,500Shares

2,500 treasury shares

1 director of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors2,500 shares

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

¥1,620 per share
Total Stock-Based Compensation

Total monetary receivables of ¥4,050,000

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 immediately after the director retires from office as a director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously remains a director of the Company throughout the service provision period, defined as the period from the date on which the director begins performing duties until immediately before the conclusion of the first annual general meeting of shareholders held thereafter, the transfer restrictions on all of the allotted shares will be lifted upon expiry of the transfer restriction period. If the director retires upon expiry of the term of office or for another legitimate reason, the restrictions on the number of shares corresponding to the number of months in office will be lifted immediately after retirement.
Reason for acquisition without consideration
If the director violates any law or regulation during the transfer restriction period or otherwise falls under any of the specified circumstances set out in the allotment agreement, the Company will acquire all of the allotted shares held by the director without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiry of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
1 director of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors; 2,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of. During the transfer restriction period, they will be managed in a dedicated account opened with Nomura Securities Co., Ltd.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors’ resolution. No discount or premium rate was stated.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of2,500 treasury shares
Issue price and disposal price¥1,620 per share
Payment date24 July 2026
Intended allotteeName 1 director of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Shares 2,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of. During the transfer restriction period, they will be managed in a dedicated account opened with Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors’ resolution. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 until immediately after the director retires from office as a director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously remains a director of the Company throughout the service provision period, defined as the period from the date on which the director begins performing duties until immediately before the conclusion of the first annual general meeting of shareholders held thereafter, the transfer restrictions on all of the allotted shares will be lifted upon expiry of the transfer restriction period. If the director retires upon expiry of the term of office or for another legitimate reason, the restrictions on the number of shares corresponding to the number of months in office will be lifted immediately after retirement.
Reason for acquisition without considerationIf the director violates any law or regulation during the transfer restriction period or otherwise falls under any of the specified circumstances set out in the allotment agreement, the Company will acquire all of the allotted shares held by the director without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiry of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered1 director of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors; 2,500 shares
Total Stock-Based CompensationTotal monetary receivables of ¥4,050,000
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (15)
Total issue valueAmount 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 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 share with shareholders the benefits and risks of share price fluctuations, enhance the director’s motivation to contribute to share price appreciation and increased corporate value, and strengthen the director’s motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ZOA CORPORATION (3375) timely disclosure | Komori