Komori
Share Issuance and Disposal409AORION BREWERIES,LTD.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,116 treasury shares to 4 directors and 7 executive officers as restricted stock compensation. The total disposal value is ¥19,194,156, and the shares will be granted as performance-based compensation.

Worth reading
45Recurring
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Direction
Neutral
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Scale
16116
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,116Shares

16,116 treasury shares

4 of the Company's directors, including outside directors7,051 shares
7 executive officers who do not concurrently serve as directors of the Company9,065 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.

¥1,191 per share
Total issue value

¥19,194,156

Amount of funds to be raised
Total payment amount: ¥19,194,156; approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥19,194,156. The annual compensation limit for the Company's directors, covering both service-based and performance-based compensation, is ¥21.84 million, of which no more than ¥9.36 million may be paid to outside directors.
発行済株式総数

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

Not applicable (disposal of treasury shares)

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
From 21 July 2026 until immediately after the eligible recipient ceases to hold or leaves any position as a director of the Company, an executive officer who does not concurrently serve as a director, or any other equivalent position.
Conditions for lifting transfer restrictions
The recipient must continuously hold the prescribed position throughout the service period, and consolidated operating profit for the 70th fiscal year must reach at least ¥4,352 million.
Reason for acquisition without consideration
If an eligible recipient commits a violation of laws or regulations during the restricted transfer period, fails to meet the performance condition, or falls under any other specified circumstance set out in the allocation agreement, or if the restrictions are not lifted, the Company will acquire all of the allocated shares without consideration.
Categories and Number of Persons Covered
4 directors of the Company, including outside directors: 7,051 shares; 7 executive officers who do not concurrently serve as directors of the Company: 9,065 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 19 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,191. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nomination and Compensation Committee for consultation.
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 of16,116 treasury shares
Issue price and disposal price¥1,191 per share
Total issue value¥19,194,156
Amount of funds to be raisedTotal payment amount: ¥19,194,156; approximate net proceeds: Not disclosed
Payment date21 July 2026
Intended allotteeName 4 of the Company's directors, including outside directors / Number of Shares 7,051 shares, Name 7 executive officers who do not concurrently serve as directors of the Company / Number of Shares 9,065 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Dilution RateNot applicable (disposal of treasury shares)
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 Prime Market on 19 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,191. No discount or premium rate is stated.
Transfer restriction periodFrom 21 July 2026 until immediately after the eligible recipient ceases to hold or leaves any position as a director of the Company, an executive officer who does not concurrently serve as a director, or any other equivalent position.
Conditions for lifting transfer restrictionsThe recipient must continuously hold the prescribed position throughout the service period, and consolidated operating profit for the 70th fiscal year must reach at least ¥4,352 million.
Reason for acquisition without considerationIf an eligible recipient commits a violation of laws or regulations during the restricted transfer period, fails to meet the performance condition, or falls under any other specified circumstance set out in the allocation agreement, or if the restrictions are not lifted, the Company will acquire all of the allocated shares without consideration.
Categories and Number of Persons Covered4 directors of the Company, including outside directors: 7,051 shares; 7 executive officers who do not concurrently serve as directors of the Company: 9,065 shares
Total Stock-Based CompensationTotal monetary claims: ¥19,194,156. The annual compensation limit for the Company's directors, covering both service-based and performance-based compensation, is ¥21.84 million, of which no more than ¥9.36 million may be paid to outside directors.
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Committee for consultation.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 and other recipients with an incentive to achieve sustainable growth in the Company's corporate value and promote value sharing with shareholders. The purpose is also to further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ORION BREWERIES,LTD. (409A) timely disclosure | Komori