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Share Issuance and Disposal5845ZENHOREN CO.,LTD.Financials (excluding banks)

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 106,249 treasury shares held by the company as restricted stock compensation for directors and executive officers. The disposal price is ¥995 per share, and the payment date is 15 July 2026.

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Neutral
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Scale
106249
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

106,249 shares of the company's common stock (breakdown: 94,913 shares for inside directors, 1,447 shares for outside directors, 4,663 shares for directors who are Audit and Supervisory Committee members, and 5,226 shares for executive officers)

The company's inside directors (excluding directors who are Audit and Supervisory Committee members)6 / 94,913 shares
The Company's outside directors (excluding directors who are Audit & Supervisory Committee members)1 / 1,447 shares
Directors of the Company who are Audit and Supervisory Committee members3 / 4,663 shares
The Company's executive officers4 / 5,226 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.

¥995 per share
Total issue value

¥105,717,755

Total Stock-Based Compensation
Total monetary compensation receivables of ¥105,717,755 (¥100,517,885 for directors and ¥5,199,870 for executive officers)
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
Restricted Stock I: 15 July 2026 to 14 July 2029. Restricted Stock II: 15 July 2026 until the date of retirement of the Class II recipient, or 1 July 2027 if the retirement date is on or before 30 June 2027.
Conditions for lifting transfer restrictions
For Restricted Stock I, the recipient must remain an inside director or executive officer through the specified annual general meeting of shareholders or the end of the fiscal year. For Restricted Stock II, the recipient must remain an outside director or a director who is an Audit and Supervisory Committee member through the specified annual general meeting of shareholders. In the event of retirement or other circumstances for a valid reason, part of the restrictions will be lifted in proportion to the recipient's period of service.
Reason for acquisition without consideration
If a recipient retires or leaves the relevant position before the specified date, except where the Board of Directors recognizes a valid reason; if any shares remain subject to restrictions when the restriction period expires; or if any shares remain subject to restrictions in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
6 inside directors, 94,913 shares; 1 outside director, 1,447 shares; 3 directors who are Audit and Supervisory Committee members, 4,663 shares; and 4 executive officers, 5,226 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of the company's common stock on the Tokyo Stock Exchange on 23 June 2026, which was ¥995. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 25th annual general meeting of shareholders held on 24 June 2026, approval was obtained for the amount of compensation receivables and the maximum number of restricted shares.
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 of106,249 shares of the company's common stock (breakdown: 94,913 shares for inside directors, 1,447 shares for outside directors, 4,663 shares for directors who are Audit and Supervisory Committee members, and 5,226 shares for executive officers)
Issue price and disposal price¥995 per share
Total issue value¥105,717,755
Payment date15 July 2026
Intended allotteeCategory The company's inside directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 6 / Number of Shares 94,913 shares, Category The Company's outside directors (excluding directors who are Audit & Supervisory Committee members) / Number of Employees 1 / Number of Shares 1,447 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 4,663 shares, Category The Company's executive officers / Number of Employees 4 / Number of Shares 5,226 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the company's common stock on the Tokyo Stock Exchange on 23 June 2026, which was ¥995. No discount or premium applies.
Transfer restriction periodRestricted Stock I: 15 July 2026 to 14 July 2029. Restricted Stock II: 15 July 2026 until the date of retirement of the Class II recipient, or 1 July 2027 if the retirement date is on or before 30 June 2027.
Conditions for lifting transfer restrictionsFor Restricted Stock I, the recipient must remain an inside director or executive officer through the specified annual general meeting of shareholders or the end of the fiscal year. For Restricted Stock II, the recipient must remain an outside director or a director who is an Audit and Supervisory Committee member through the specified annual general meeting of shareholders. In the event of retirement or other circumstances for a valid reason, part of the restrictions will be lifted in proportion to the recipient's period of service.
Reason for acquisition without considerationIf a recipient retires or leaves the relevant position before the specified date, except where the Board of Directors recognizes a valid reason; if any shares remain subject to restrictions when the restriction period expires; or if any shares remain subject to restrictions in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered6 inside directors, 94,913 shares; 1 outside director, 1,447 shares; 3 directors who are Audit and Supervisory Committee members, 4,663 shares; and 4 executive officers, 5,226 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥105,717,755 (¥100,517,885 for directors and ¥5,199,870 for executive officers)
Procedures under the Corporate Code of ConductAt the 25th annual general meeting of shareholders held on 24 June 2026, approval was obtained for the amount of compensation receivables and the maximum number of restricted shares.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ZENHOREN CO.,LTD. (5845) timely disclosure | Komori