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Share Issuance and Disposal3391TSURUHA HOLDINGS INC.Retail

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

The Company resolved to issue 65,000 restricted shares to directors, executive officers and others, with part of their compensation contributed in kind. The issue price is ¥2,027 per share, and the transfer restriction period is generally 30 years.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.01
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much65,000Shares

65,000 new shares

4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)21,500 shares
14 executive officers of the Company37,100 shares
4 directors of the company's subsidiaries6,400 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.

¥2,027 per share
Total issue value

¥131,755,000

Amount of funds to be raised
Total payment amount: ¥131,755,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables: ¥131,755,000. The total amount of monetary compensation receivables to be paid to the eligible directors as compensation and other remuneration is capped at ¥150 million per year.
Existing Shares and Increase
+0.01%Rate of increase
454,365,490 shares454,430,490Shares

0.01% (relative to 454,365,490 shares outstanding as of 31 May 2026)

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
30 years (16 July 2026 to 15 July 2056)
Conditions for lifting transfer restrictions
In principle, the recipient must continuously hold one of the positions of director, executive officer or employee of the Company or one of its subsidiaries from the start of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company or a subsidiary held thereafter. In the event of resignation or retirement for a reason deemed legitimate, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, without a reason deemed legitimate, the recipient resigns or retires from all positions as director, executive officer or employee of the Company and its subsidiaries before the day preceding the date of the first annual general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or other similar event.
Stock Split Ratio5 shares for every 1 share, effective 1 September 2025
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 21,500 shares, Category The Company's executive officers / Number of Employees 14 / Number of allocated shares 37,100 shares, Category Directors of subsidiaries of the Company / Number of Employees 4 / Number of allocated shares 6,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 16 July 2026 to 15 July 2056.
Payment date
16 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 18 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,027. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The Company filed an extraordinary report under the Financial Instruments and Exchange Act. No other procedures involving an opinion from an independent third party or confirmation of shareholders' intentions were disclosed.
Impact on Business Performance
The specific impact of this issuance of new shares on financial results is Not disclosed
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 of65,000 new shares
Issue price and disposal price¥2,027 per share
Total issue value¥131,755,000
Amount of funds to be raisedTotal payment amount: ¥131,755,000; estimated net proceeds: Not disclosed
Payment date16 July 2026
Intended allotteeCategory 4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 21,500 shares, Category 14 executive officers of the Company / Number of Shares 37,100 shares, Category 4 directors of the company's subsidiaries / Number of Shares 6,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 16 July 2026 to 15 July 2056.
Dilution Rate0.01% (relative to 454,365,490 shares outstanding as of 31 May 2026)
Total number of issued shares454,365,490 shares → 454,430,490 shares(Approximately 0.01%)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 18 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,027. No discount or premium was stated.
Transfer restriction period30 years (16 July 2026 to 15 July 2056)
Conditions for lifting transfer restrictionsIn principle, the recipient must continuously hold one of the positions of director, executive officer or employee of the Company or one of its subsidiaries from the start of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company or a subsidiary held thereafter. In the event of resignation or retirement for a reason deemed legitimate, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, without a reason deemed legitimate, the recipient resigns or retires from all positions as director, executive officer or employee of the Company and its subsidiaries before the day preceding the date of the first annual general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 21,500 shares, Category The Company's executive officers / Number of Employees 14 / Number of allocated shares 37,100 shares, Category Directors of subsidiaries of the Company / Number of Employees 4 / Number of allocated shares 6,400 shares
Total Stock-Based CompensationMonetary compensation receivables: ¥131,755,000. The total amount of monetary compensation receivables to be paid to the eligible directors as compensation and other remuneration is capped at ¥150 million per year.
Stock Split Ratio5 shares for every 1 share, effective 1 September 2025
Procedures under the Corporate Code of ConductThe Company filed an extraordinary report under the Financial Instruments and Exchange Act. No other procedures involving an opinion from an independent third party or confirmation of shareholders' intentions were disclosed.
Impact on Business PerformanceThe specific impact of this issuance of new shares on financial results is Not disclosed
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 provide eligible recipients with an incentive to sustainably enhance the corporate value of the Company and its group, and to promote value sharing with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | TSURUHA HOLDINGS INC. (3391) timely disclosure | Komori