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Share Issuance and Disposal7119halmek holdings Co.,Ltd.Retail

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company will issue 12,767 common shares as restricted stock compensation to 4 directors and 6 executive officers. The shares may not be transferred from 20 August 2026 through 19 August 2029.

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12767
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much

12,767 common shares (8,318 shares for 4 directors and 4,449 shares for 6 executive officers)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 8,318 shares
Executive officers of the Company6 / 4,449 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.

¥1,669 per share
Total issue value

¥21,308,123

Amount of funds to be raised
Total payment amount: ¥21,308,123; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥21,308,123. The total amount of monetary compensation claims for the eligible directors is capped at ¥40 million 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 20 August 2026 through 19 August 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period, all of the shares granted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of resignation or retirement for a valid reason, the number of shares released will be determined based on the recipient's period of service.
Reason for acquisition without consideration
If any shares granted under this arrangement remain subject to transfer restrictions when the restrictions are scheduled to be lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are scheduled to be lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 8,318 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 4,449 shares
Intended allottee's holding policy
The recipients may not transfer, create security interests over, make inter vivos gifts of or otherwise dispose of the shares from 20 August 2026 through 19 August 2029. The holding policy after the lifting of the transfer restrictions is Not disclosed.
Payment date
20 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 the business day immediately preceding the date of the Board of Directors meeting, 17 July 2026, was ¥1,669. The discount and premium rates are 0%.
Procedures under the Corporate Code of Conduct
At the 5th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the total amount of monetary compensation claims, the number of shares to be issued or disposed of, the transfer restriction period and other matters relating to the grant of restricted stock.
Impact on Business Performance
The impact of this issuance of new shares on the Company's performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of12,767 common shares (8,318 shares for 4 directors and 4,449 shares for 6 executive officers)
Issue price and disposal price¥1,669 per share
Total issue value¥21,308,123
Amount of funds to be raisedTotal payment amount: ¥21,308,123; estimated net proceeds: Not disclosed
Payment date20 August 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 8,318 shares, Name Executive officers of the Company / Number of Employees 6 / Number of Shares 4,449 shares
Intended allottee's holding policyThe recipients may not transfer, create security interests over, make inter vivos gifts of or otherwise dispose of the shares from 20 August 2026 through 19 August 2029. The holding policy after the lifting of the transfer restrictions is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors meeting, 17 July 2026, was ¥1,669. The discount and premium rates are 0%.
Transfer restriction periodFrom 20 August 2026 through 19 August 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the positions of director, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period, all of the shares granted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of resignation or retirement for a valid reason, the number of shares released will be determined based on the recipient's period of service.
Reason for acquisition without considerationIf any shares granted under this arrangement remain subject to transfer restrictions when the restrictions are scheduled to be lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are scheduled to be lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 8,318 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 4,449 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥21,308,123. The total amount of monetary compensation claims for the eligible directors is capped at ¥40 million per year.
Procedures under the Corporate Code of ConductAt the 5th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the total amount of monetary compensation claims, the number of shares to be issued or disposed of, the transfer restriction period and other matters relating to the grant of restricted stock.
Impact on Business PerformanceThe impact of this issuance of new shares on the Company's performance is Not disclosed
Items this document does not state (12)
Estimated 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 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 the recipients with an incentive to pursue the sustainable enhancement of the Company's corporate value and to promote the sharing of value between the recipients and shareholders. The decision was also made after taking into consideration the purpose of this scheme, the Company's performance and other relevant factors.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | halmek holdings Co.,Ltd. (7119) timely disclosure | Komori