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Share Issuance and Disposal3559p-ban.com Corp.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 14,725 treasury shares to 6 directors as restricted stock compensation. The transfer restriction period will be 3 years, from 7 August 2026 to 6 August 2029.

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Direction
Neutral
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Scale
14725
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,725Shares

14,725 shares of the Company's common stock (treasury shares)

3 directors who are not Audit & Supervisory Committee members9,900 shares
3 of the Company's directors who are Audit & Supervisory Committee members4,825 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.

¥404 per share
Total issue value

¥5,948,900

Amount of funds to be raised
Total payment amount: ¥5,948,900 (no cash is raised because the shares are paid for through an in-kind contribution of monetary compensation receivables) / Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables: ¥5,948,900 (¥3,999,600 for directors who are not Audit & Supervisory Committee members and ¥1,949,300 for directors who are Audit & Supervisory Committee members) / Compensation limit: no more than ¥35 million per year (of which no more than ¥30 million is for directors who are not Audit & Supervisory Committee members and no more than ¥5 million is for directors who are Audit & Supervisory Committee members)
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
7 August 2026 to 6 August 2029 (3 years)
Conditions for lifting transfer restrictions
Subject to having continuously held the position of director, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period, all or part of the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Reason for acquisition without consideration
If, before expiration of the transfer restriction period, the recipient ceases to hold any position as a director, executive officer or employee of the Company or one of its subsidiaries, except where the Board of Directors recognizes a legitimate reason, or if any shares remain subject to transfer restrictions upon expiration of the transfer restriction period.
Categories and Number of Persons Covered
3 directors who are not Audit & Supervisory Committee members: 9,900 shares; 3 directors who are Audit & Supervisory Committee members: 4,825 shares
Payment date
7 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, the business day immediately preceding the date of the Board of Directors' resolution, was ¥404. No discount or premium will be applied.
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 of14,725 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥404 per share
Total issue value¥5,948,900
Amount of funds to be raisedTotal payment amount: ¥5,948,900 (no cash is raised because the shares are paid for through an in-kind contribution of monetary compensation receivables) / Estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName 3 directors who are not Audit & Supervisory Committee members / Number of Shares 9,900 shares, Name 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 4,825 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, the business day immediately preceding the date of the Board of Directors' resolution, was ¥404. No discount or premium will be applied.
Transfer restriction period7 August 2026 to 6 August 2029 (3 years)
Conditions for lifting transfer restrictionsSubject to having continuously held the position of director, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period, all or part of the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Reason for acquisition without considerationIf, before expiration of the transfer restriction period, the recipient ceases to hold any position as a director, executive officer or employee of the Company or one of its subsidiaries, except where the Board of Directors recognizes a legitimate reason, or if any shares remain subject to transfer restrictions upon expiration of the transfer restriction period.
Categories and Number of Persons Covered3 directors who are not Audit & Supervisory Committee members: 9,900 shares; 3 directors who are Audit & Supervisory Committee members: 4,825 shares
Total Stock-Based CompensationMonetary compensation receivables: ¥5,948,900 (¥3,999,600 for directors who are not Audit & Supervisory Committee members and ¥1,949,300 for directors who are Audit & Supervisory Committee members) / Compensation limit: no more than ¥35 million per year (of which no more than ¥30 million is for directors who are not Audit & Supervisory Committee members and no more than ¥5 million is for directors who are Audit & Supervisory Committee members)
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution 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 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 directors with an incentive to continuously enhance corporate value and to promote the sharing of value between directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | p-ban.com Corp. (3559) timely disclosure | Komori