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Share Issuance and Disposal7294YOROZU CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to allocate 221,400 treasury shares held by the Company to directors, executive officers, councillors and employees as restricted stock compensation. Recipients may not transfer the shares for a specified period, and the Company will acquire the shares without consideration if the applicable conditions are not met.

Worth reading
45Recurring
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Direction
Neutral
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Scale
221400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much221,400Shares

221,400 common shares (treasury shares)

4 directors of the Company (excluding Audit and Supervisory Committee members and outside directors)79,300 shares
The Company's executive officers72,600 shares
The Company's councilors60,700 shares
Employees of the Company8,800 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.

¥857 per share
Total issue value

¥189,739,800

Amount of funds to be raised
Total monetary receivables: ¥189,739,800 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary receivables: ¥189,739,800
発行済株式総数

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

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
For directors and other officers receiving allocations: from 4 August 2026 until the date on which the recipient ceases to be a director, executive officer, councillor or employee of the Company or one of its subsidiaries. For employees receiving allocations: from 4 August 2026 until the earliest of the last day of February, May, August or November following the recipient's retirement or resignation after the last day of the month containing the recipient's 60th birthday, or, in specified cases, until the date of death.
Conditions for lifting transfer restrictions
Directors and other officers receiving allocations must continuously hold the position of director, executive officer, councillor or employee of the Company or one of its subsidiaries from the date of the annual general meeting of shareholders immediately preceding the payment date through the date of the annual general meeting of shareholders in the following year. Employees receiving allocations must continuously hold the position of director, executive officer, councillor or manager of the Company or one of its subsidiaries during the same period. In cases of resignation or retirement for a valid reason, the transfer restrictions will be lifted for the number of shares determined based on the period of service.
Reason for acquisition without consideration
Shares for which the transfer restrictions have not been lifted when the transfer restriction period expires. For employees, all shares allocated under Allocation II if the employee resigns or retires between 4 August 2026 and the last day of the month containing the employee's 60th birthday for a reason other than mandatory retirement or a specified valid reason.
Categories and Number of Persons Covered
Category Directors / Number of Employees 4 / Number of allocated shares 79,300 shares, Category Executive officers / Number of Employees 10 / Number of allocated shares 72,600 shares, Category Trustees / Number of Employees 21 / Number of allocated shares 60,700 shares, Category Employees / Number of Employees 77 / Number of allocated shares 8,800 shares
Intended allottee's holding policy
During the transfer restriction period, recipients may not transfer the shares, create security interests over them or otherwise dispose of them. The shares will be managed in a dedicated restricted stock account opened with Daiwa Securities Co., Ltd.
Payment date
4 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 8 July 2026, ¥857. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The proposal relating to the Company's director compensation plan was approved at the 75th Annual General Meeting of Shareholders held on 26 June 2020.
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 of221,400 common shares (treasury shares)
Issue price and disposal price¥857 per share
Total issue value¥189,739,800
Amount of funds to be raisedTotal monetary receivables: ¥189,739,800 (estimated net proceeds: Not disclosed)
Payment date4 August 2026
Intended allotteeCategory 4 directors of the Company (excluding Audit and Supervisory Committee members and outside directors) / Number of Shares 79,300 shares, Category The Company's executive officers / Number of Shares 72,600 shares, Category The Company's councilors / Number of Shares 60,700 shares, Category Employees of the Company / Number of Shares 8,800 shares
Intended allottee's holding policyDuring the transfer restriction period, recipients may not transfer the shares, create security interests over them or otherwise dispose of them. The shares will be managed in a dedicated restricted stock account opened with Daiwa Securities Co., Ltd.
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 shares on the Tokyo Stock Exchange on 8 July 2026, ¥857. No discount or premium rate was stated.
Transfer restriction periodFor directors and other officers receiving allocations: from 4 August 2026 until the date on which the recipient ceases to be a director, executive officer, councillor or employee of the Company or one of its subsidiaries. For employees receiving allocations: from 4 August 2026 until the earliest of the last day of February, May, August or November following the recipient's retirement or resignation after the last day of the month containing the recipient's 60th birthday, or, in specified cases, until the date of death.
Conditions for lifting transfer restrictionsDirectors and other officers receiving allocations must continuously hold the position of director, executive officer, councillor or employee of the Company or one of its subsidiaries from the date of the annual general meeting of shareholders immediately preceding the payment date through the date of the annual general meeting of shareholders in the following year. Employees receiving allocations must continuously hold the position of director, executive officer, councillor or manager of the Company or one of its subsidiaries during the same period. In cases of resignation or retirement for a valid reason, the transfer restrictions will be lifted for the number of shares determined based on the period of service.
Reason for acquisition without considerationShares for which the transfer restrictions have not been lifted when the transfer restriction period expires. For employees, all shares allocated under Allocation II if the employee resigns or retires between 4 August 2026 and the last day of the month containing the employee's 60th birthday for a reason other than mandatory retirement or a specified valid reason.
Categories and Number of Persons CoveredCategory Directors / Number of Employees 4 / Number of allocated shares 79,300 shares, Category Executive officers / Number of Employees 10 / Number of allocated shares 72,600 shares, Category Trustees / Number of Employees 21 / Number of allocated shares 60,700 shares, Category Employees / Number of Employees 77 / Number of allocated shares 8,800 shares
Total Stock-Based CompensationTotal monetary receivables: ¥189,739,800
Procedures under the Corporate Code of ConductThe proposal relating to the Company's director compensation plan was approved at the 75th Annual General Meeting of Shareholders held on 26 June 2020.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive for the sustained enhancement of corporate value and shareholder value over the medium to long term, while further promoting shared value with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of the responsibilities of the recipients and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | YOROZU CORPORATION (7294) timely disclosure | Komori