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Share Issuance and Disposal3395Saint Marc Holdings Co.,Ltd.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 23,200 treasury shares at ¥2,550 per share to 25 directors and executive officers under mandate of the Company and its subsidiaries as restricted stock compensation.

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Scale
23200
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

23,200 common shares of the Company (of which 9,700 shares are for eligible directors)

Directors of the Company and its subsidiaries (excluding outside directors and audit & supervisory board members), and executive officers under mandate of the Company (excluding those residing overseas)25 / 23,200 shares

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

¥2,550 per share
Amount of funds to be raised

Total payment amount: ¥59,160,000 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Monetary remuneration claims: ¥59,160,000 (including ¥24,735,000 for eligible directors). The annual remuneration limit for monetary remuneration claims granted to eligible directors is ¥80 million or less.
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 10 August 2026 until the date on which the recipient ceases to hold the position of director or executive officer under mandate of the Company or its subsidiaries
Conditions for lifting transfer restrictions
Eligible directors and subsidiary directors must continuously hold the relevant position from the conclusion of the ordinary general meeting of shareholders immediately preceding the payment date through the conclusion of the ordinary general meeting of shareholders in the following year, while executive officers under mandate must continuously hold the relevant position throughout the prescribed service period. If a recipient leaves the position partway through the period for a legitimate reason, the number of shares subject to release and the release timing will be reasonably adjusted.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the transfer restriction period expires. This also includes cases in which shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
25 directors of the Company and its subsidiaries (excluding outside directors and audit & supervisory board members) and executive officers under mandate of the Company, 23,200 shares (including eligible directors: 24 people, ¥9,700,000 equivalent in monetary remuneration claims and 9,700 shares)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The shares will be managed in a designated account until the transfer restrictions are lifted.
Payment date
10 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 15 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,550. Discount rate/premium rate: Not disclosed.
Impact on Business Performance
The specific impact on business performance is Not disclosed
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 of23,200 common shares of the Company (of which 9,700 shares are for eligible directors)
Issue price and disposal price¥2,550 per share
Amount of funds to be raisedTotal payment amount: ¥59,160,000 (estimated net proceeds: Not disclosed)
Payment date10 August 2026
Intended allotteeCategory Directors of the Company and its subsidiaries (excluding outside directors and audit & supervisory board members), and executive officers under mandate of the Company (excluding those residing overseas) / Number of Employees 25 / Number of Shares 23,200 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The shares will be managed in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 15 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,550. Discount rate/premium rate: Not disclosed.
Transfer restriction periodFrom 10 August 2026 until the date on which the recipient ceases to hold the position of director or executive officer under mandate of the Company or its subsidiaries
Conditions for lifting transfer restrictionsEligible directors and subsidiary directors must continuously hold the relevant position from the conclusion of the ordinary general meeting of shareholders immediately preceding the payment date through the conclusion of the ordinary general meeting of shareholders in the following year, while executive officers under mandate must continuously hold the relevant position throughout the prescribed service period. If a recipient leaves the position partway through the period for a legitimate reason, the number of shares subject to release and the release timing will be reasonably adjusted.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the transfer restriction period expires. This also includes cases in which shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered25 directors of the Company and its subsidiaries (excluding outside directors and audit & supervisory board members) and executive officers under mandate of the Company, 23,200 shares (including eligible directors: 24 people, ¥9,700,000 equivalent in monetary remuneration claims and 9,700 shares)
Total Stock-Based CompensationMonetary remuneration claims: ¥59,160,000 (including ¥24,735,000 for eligible directors). The annual remuneration limit for monetary remuneration claims granted to eligible directors is ¥80 million or less.
Impact on Business PerformanceThe specific impact on business performance is Not disclosed
Items this document does not state (14)
Total issue valueEstimated 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 provide an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Saint Marc Holdings Co.,Ltd. (3395) timely disclosure | Komori