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Share Issuance and Disposal3537SHOEI YAKUHIN CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,500 treasury shares to 3 directors as part of their compensation at ¥1,655 per share. The shares will be subject to transfer restrictions until the directors retire from office.

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Direction
Neutral
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Scale
7500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,500Shares

7,500 shares of the Company’s common stock (treasury shares)

3 directors (excluding directors who are Audit & Supervisory Committee members), 7,500 shares

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

¥1,655 per share
Total issue value

¥12,412,500

Amount of funds to be raised
Total payment amount: ¥12,412,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥12,412,500. Monetary compensation receivables under the system are capped at ¥500,000 thousand per year.
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 17 August 2026, the payment date, until the date on which the holder retires as a director of the Company
Conditions for lifting transfer restrictions
The holder must continuously remain a director of the Company throughout the service period from 25 June 2026 to the date of the Company’s annual general meeting of shareholders to be held in 2027. If the holder retires due to death, expiration of the term of office or another reason deemed legitimate by the Company’s Board of Directors, the restrictions will be partially lifted in proportion to the number of months served.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Stock Split Ratio3 shares for each 1 share of the Company’s common stock; effective date: 1 December 2018
Categories and Number of Persons Covered
3 directors (excluding directors who are Audit & Supervisory Committee members), 7,500 shares
Intended allottee's holding policy
From 17 August 2026 until the date on which they retire as directors of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
17 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,655. No discount or premium 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 of7,500 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥1,655 per share
Total issue value¥12,412,500
Amount of funds to be raisedTotal payment amount: ¥12,412,500; estimated net proceeds: Not disclosed
Payment date17 August 2026
Intended allottee3 directors (excluding directors who are Audit & Supervisory Committee members), 7,500 shares
Intended allottee's holding policyFrom 17 August 2026 until the date on which they retire as directors of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,655. No discount or premium is stated.
Transfer restriction periodFrom 17 August 2026, the payment date, until the date on which the holder retires as a director of the Company
Conditions for lifting transfer restrictionsThe holder must continuously remain a director of the Company throughout the service period from 25 June 2026 to the date of the Company’s annual general meeting of shareholders to be held in 2027. If the holder retires due to death, expiration of the term of office or another reason deemed legitimate by the Company’s Board of Directors, the restrictions will be partially lifted in proportion to the number of months served.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered3 directors (excluding directors who are Audit & Supervisory Committee members), 7,500 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥12,412,500. Monetary compensation receivables under the system are capped at ¥500,000 thousand per year.
Stock Split Ratio3 shares for each 1 share of the Company’s common stock; effective date: 1 December 2018
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 the eligible directors with 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. The Company also took into account the purpose of the system, the scope of each eligible director’s responsibilities and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SHOEI YAKUHIN CO.,LTD. (3537) timely disclosure | Komori