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Share Issuance and Disposal7421KAPPA・CREATE CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,500 treasury shares to 1 director and 1 executive officer as restricted stock compensation. The disposal price is ¥1,549 per share, and the transfer restrictions will remain in place until the recipient resigns or retires.

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Neutral
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3500
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数3,500Shares

3,500 shares of the Company's common stock (treasury shares)

Intended allottee
Name Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 1 / Number of Shares Not disclosed, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of Shares Not disclosed
¥1,549 per share
Total issue value

¥5,421,500

Amount of funds to be raised
Total amount paid: ¥5,421,500; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥5,421,500. The annual compensation limit for eligible directors is ¥60 million.
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 12 August 2026 until the recipient resigns or retires from any position as an officer or employee
Conditions for lifting transfer restrictions
The restrictions will be lifted if the recipient resigns or retires due to the expiration of the term of office, mandatory retirement, death, inability to perform duties or work due to illness, resignation or retirement for reasons not attributable to the recipient, or any other reason deemed legitimate by the Board of Directors. The restrictions will also be lifted under certain conditions in the event of a corporate reorganization or similar event.
Reason for acquisition without consideration
If the recipient engages in a violation of laws or regulations during the transfer restriction period or otherwise falls under any of the grounds specified in the relevant allotment agreement, or if any shares remain subject to transfer restrictions when the recipient resigns or retires or on the effective date of a corporate reorganization or similar event, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered
1 director of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 1 executive officer who does not concurrently serve as a director, for a total of 2 recipients. The number of shares allotted by category is Not disclosed.
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
12 August 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 17 July 2026, ¥1,549. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The resolution was approved by the Board of Directors after consultation with the Nomination and Compensation Advisory Committee.
Impact on Business Performance
No information is provided on the impact on business performance.
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 of3,500 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,549 per share
Total issue value¥5,421,500
Amount of funds to be raisedTotal amount paid: ¥5,421,500; estimated net proceeds Not disclosed
Payment date12 August 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 1 / Number of Shares Not disclosed, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of Shares Not disclosed
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.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 17 July 2026, ¥1,549. No discount or premium rate was stated.
Transfer restriction periodFrom 12 August 2026 until the recipient resigns or retires from any position as an officer or employee
Conditions for lifting transfer restrictionsThe restrictions will be lifted if the recipient resigns or retires due to the expiration of the term of office, mandatory retirement, death, inability to perform duties or work due to illness, resignation or retirement for reasons not attributable to the recipient, or any other reason deemed legitimate by the Board of Directors. The restrictions will also be lifted under certain conditions in the event of a corporate reorganization or similar event.
Reason for acquisition without considerationIf the recipient engages in a violation of laws or regulations during the transfer restriction period or otherwise falls under any of the grounds specified in the relevant allotment agreement, or if any shares remain subject to transfer restrictions when the recipient resigns or retires or on the effective date of a corporate reorganization or similar event, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered1 director of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 1 executive officer who does not concurrently serve as a director, for a total of 2 recipients. The number of shares allotted by category is Not disclosed.
Total Stock-Based CompensationTotal monetary claims: ¥5,421,500. The annual compensation limit for eligible directors is ¥60 million.
Procedures under the Corporate Code of ConductThe resolution was approved by the Board of Directors after consultation with the Nomination and Compensation Advisory Committee.
Impact on Business PerformanceNo information is provided on the impact on business performance.
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 secure outstanding management personnel, provide them with an incentive to achieve sustained growth in the Company's corporate value, and further 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 | KAPPA・CREATE CO.,LTD. (7421) timely disclosure | Komori