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Share Issuance and Disposal3392DELICA FOODS HOLDINGS CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 31,050 treasury shares as restricted stock compensation to 23 directors and employees of the Company and its subsidiaries. The transfer restriction period is approximately 35 years for directors and executive officers, and approximately 3 years for employees.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much31,050Shares

31,050 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)4 / 13,402 shares
Directors of subsidiaries of the Company8 independent officers / 13,575 shares
The Company's executive officers1 / 1,165 shares
Executive officers of the Company's subsidiaries1 / 1,165 shares
Employees of the Company1 / 116 shares
Employees of the Company’s subsidiaries8 independent officers / 1,627 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.

¥858 per share
Total issue value

¥26,640,900

Total Stock-Based Compensation
Total monetary compensation claims of ¥26,640,900. The annual compensation limit for restricted stock compensation is ¥30 million.
発行済株式総数

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

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
Directors and executive officers: 12 August 2026 to 11 August 2061. Employees: 12 August 2026 to 11 August 2029.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted when the transfer restriction period expires, provided that the recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board Member, employee, advisor, consultant, or another equivalent position. If the recipient leaves office or employment upon expiration of the term of office, reaching retirement age, or for another legitimate reason, the restrictions will be lifted on the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the transfer restrictions are lifted.
Categories and Number of Persons Covered
4 directors, 1 executive officer and 1 employee of the Company, and 8 directors, 1 executive officer and 8 employees of the Company's subsidiaries, for a total of 23 people. The corresponding numbers of shares allotted are 13,402 shares, 1,165 shares, 116 shares, 13,575 shares, 1,165 shares and 1,627 shares, respectively.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
12 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 9 July 2026, which was ¥858. No discount or premium 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 of31,050 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥858 per share
Total issue value¥26,640,900
Payment date12 August 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 13,402 shares, Category Directors of subsidiaries of the Company / Number of Employees 8 independent officers / Number of Shares 13,575 shares, Category The Company's executive officers / Number of Employees 1 / Number of Shares 1,165 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 1 / Number of Shares 1,165 shares, Category Employees of the Company / Number of Employees 1 / Number of Shares 116 shares, Category Employees of the Company’s subsidiaries / Number of Employees 8 independent officers / Number of Shares 1,627 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
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 stock on the Tokyo Stock Exchange Standard Market on 9 July 2026, which was ¥858. No discount or premium was stated.
Transfer restriction periodDirectors and executive officers: 12 August 2026 to 11 August 2061. Employees: 12 August 2026 to 11 August 2029.
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted when the transfer restriction period expires, provided that the recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board Member, employee, advisor, consultant, or another equivalent position. If the recipient leaves office or employment upon expiration of the term of office, reaching retirement age, or for another legitimate reason, the restrictions will be lifted on the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the transfer restrictions are lifted.
Categories and Number of Persons Covered4 directors, 1 executive officer and 1 employee of the Company, and 8 directors, 1 executive officer and 8 employees of the Company's subsidiaries, for a total of 23 people. The corresponding numbers of shares allotted are 13,402 shares, 1,165 shares, 116 shares, 13,575 shares, 1,165 shares and 1,627 shares, respectively.
Total Stock-Based CompensationTotal monetary compensation claims of ¥26,640,900. The annual compensation limit for restricted stock compensation is ¥30 million.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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.

The shares will be disposed of under the restricted stock compensation plan to provide directors and other eligible personnel of the Company and its subsidiaries with medium- to long-term incentives and to promote the sharing of shareholder value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DELICA FOODS HOLDINGS CO.,LTD. (3392) timely disclosure | Komori