Komori
Share Issuance and Disposal3386COSMO BIO COMPANY,LIMITEDTrading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Employees

The Company resolved to dispose of 25,200 treasury shares as restricted stock to a total of 133 directors, employees and others. The disposal price is ¥1,258 per share, and the shares may not be transferred for a specified period.

Worth reading
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Direction
Neutral
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Scale
25200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,200Shares

25,200 common shares (treasury shares)

3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2,400 shares
108 employees of the Company18,900 shares
1 director of a subsidiary of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)600 shares
21 employees of subsidiaries of the Company3,300 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.

¥1,258 per share
Total issue value

¥31,701,600

Amount of funds to be raised
No cash proceeds will be raised by the Company, as monetary compensation receivables or monetary receivables will be contributed in kind. Total disposal value: ¥31,701,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Directors of the Company: monetary compensation receivables of ¥3,019,200; employees of the Company: monetary receivables of ¥23,776,200; directors of subsidiaries of the Company: monetary compensation receivables of ¥754,800; employees of subsidiaries of the Company: monetary receivables of ¥4,151,400
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

No dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase

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
For the eligible directors, from 21 April 2026 until the date on which they cease to hold both the position of director and the position of employee of the Company or any of its subsidiaries. The other recipients will be subject to substantially similar terms.
Conditions for lifting transfer restrictions
The eligible directors must continuously hold the position of director or employee of the Company or any of its subsidiaries from 21 April 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending December 2026. If they cease to hold such position due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be released in part in accordance with the period of service. The restrictions will also be released in accordance with the prescribed calculation in the event of a corporate reorganization or similar event.
Reason for acquisition without consideration
At the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any of the allocated shares for which the restrictions have not been released.
Categories and Number of Persons Covered
3 directors of the Company: 2,400 shares; 108 employees of the Company: 18,900 shares; 1 director of a subsidiary of the Company: 600 shares; 21 employees of subsidiaries of the Company: 3,300 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. For the eligible directors, the restricted period runs from 21 April 2026 until the date on which they cease to hold both the position of director and the position of employee of the Company or any of its subsidiaries. Employees and others will enter into agreements with substantially similar terms.
Payment date
Directors as recipients: 21 April 2026; employees as recipients: 21 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,258. No discount or premium rate was 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 of25,200 common shares (treasury shares)
Issue price and disposal price¥1,258 per share
Total issue value¥31,701,600
Amount of funds to be raisedNo cash proceeds will be raised by the Company, as monetary compensation receivables or monetary receivables will be contributed in kind. Total disposal value: ¥31,701,600; estimated net proceeds: Not disclosed
Payment dateDirectors as recipients: 21 April 2026; employees as recipients: 21 May 2026
Intended allotteeCategory 3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 2,400 shares, Category 108 employees of the Company / Number of Shares 18,900 shares, Category 1 director of a subsidiary of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 600 shares, Category 21 employees of subsidiaries of the Company / Number of Shares 3,300 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. For the eligible directors, the restricted period runs from 21 April 2026 until the date on which they cease to hold both the position of director and the position of employee of the Company or any of its subsidiaries. Employees and others will enter into agreements with substantially similar terms.
Dilution RateNo dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,258. No discount or premium rate was stated.
Transfer restriction periodFor the eligible directors, from 21 April 2026 until the date on which they cease to hold both the position of director and the position of employee of the Company or any of its subsidiaries. The other recipients will be subject to substantially similar terms.
Conditions for lifting transfer restrictionsThe eligible directors must continuously hold the position of director or employee of the Company or any of its subsidiaries from 21 April 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending December 2026. If they cease to hold such position due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be released in part in accordance with the period of service. The restrictions will also be released in accordance with the prescribed calculation in the event of a corporate reorganization or similar event.
Reason for acquisition without considerationAt the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any of the allocated shares for which the restrictions have not been released.
Categories and Number of Persons Covered3 directors of the Company: 2,400 shares; 108 employees of the Company: 18,900 shares; 1 director of a subsidiary of the Company: 600 shares; 21 employees of subsidiaries of the Company: 3,300 shares
Total Stock-Based CompensationDirectors of the Company: monetary compensation receivables of ¥3,019,200; employees of the Company: monetary receivables of ¥23,776,200; directors of subsidiaries of the Company: monetary compensation receivables of ¥754,800; employees of subsidiaries of the Company: monetary receivables of ¥4,151,400
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 an incentive to achieve sustained improvement in corporate value and shareholder value over the medium to long term, and to promote value sharing with shareholders. For employees and others, the purpose is also to provide an incentive to achieve sustained and ongoing improvement in corporate value and to fulfill the Company's social responsibilities in line with its scale.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Employees | COSMO BIO COMPANY,LIMITED (3386) timely disclosure | Komori