Komori
Share Issuance and Disposal7414ONOKEN CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

小野建 resolved to dispose of 22,600 treasury shares as restricted stock compensation for 3 directors and 4 executive officers. The eligible recipients will be granted monetary compensation receivables totaling ¥29,854,600, and the full amount will be contributed in kind in exchange for the shares.

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22600
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

22,600 shares of the Company's common stock (18,200 shares for 3 directors and 4,400 shares for 4 executive officers)

The Company's directors (excluding directors who are Audit & Supervisory Committee members)3 / 18,200 shares
Executive officers of the Company4 / 4,400 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.

¥1,321 per share
Total issue value

¥29,854,600

Amount of funds to be raised
Total payment amount: ¥29,854,600; estimated net proceeds: Not disclosed (contribution in kind of compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥29,854,600
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 the payment date until the later of the date on which the recipient retires or resigns from the position of director or another position designated by the Company's Board of Directors, or the date on which the securities report for the fiscal year including the payment date is filed (or, in certain cases, the semiannual report).
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the relevant position through the conclusion of the Company's first ordinary general meeting of shareholders after the payment date, all shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient retires or resigns for a valid reason or due to death, a portion of the shares will be released in proportion to the period of service.
Reason for acquisition without consideration
If the recipient retires or resigns during the transfer restriction period without a valid reason, or if any shares remain subject to transfer restrictions when the restrictions are lifted. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
3 of the Company's directors (excluding directors who are Audit and Supervisory Committee members): 18,200 shares; 4 of the Company's executive officers: 4,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
24 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 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,321. No discount or premium applies.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
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 of22,600 shares of the Company's common stock (18,200 shares for 3 directors and 4,400 shares for 4 executive officers)
Issue price and disposal price¥1,321 per share
Total issue value¥29,854,600
Amount of funds to be raisedTotal payment amount: ¥29,854,600; estimated net proceeds: Not disclosed (contribution in kind of compensation receivables)
Payment date24 July 2026
Intended allotteeName The Company's directors (excluding directors who are Audit & Supervisory Committee members) / Number of Employees 3 / Number of Shares 18,200 shares, Name Executive officers of the Company / Number of Employees 4 / Number of Shares 4,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,321. No discount or premium applies.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient retires or resigns from the position of director or another position designated by the Company's Board of Directors, or the date on which the securities report for the fiscal year including the payment date is filed (or, in certain cases, the semiannual report).
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the relevant position through the conclusion of the Company's first ordinary general meeting of shareholders after the payment date, all shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient retires or resigns for a valid reason or due to death, a portion of the shares will be released in proportion to the period of service.
Reason for acquisition without considerationIf the recipient retires or resigns during the transfer restriction period without a valid reason, or if any shares remain subject to transfer restrictions when the restrictions are lifted. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered3 of the Company's directors (excluding directors who are Audit and Supervisory Committee members): 18,200 shares; 4 of the Company's executive officers: 4,400 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥29,854,600
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution 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 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 directors and executive officers with an incentive to achieve sustained growth in the Company's corporate value and to promote greater sharing of value between directors and executive officers and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ONOKEN CO.,LTD. (7414) timely disclosure | Komori