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Share Issuance and Disposal7453RYOHIN KEIKAKU CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 21,100 treasury shares as restricted stock compensation to 4 directors. The transfer restriction period is 50 years and will be lifted if certain continued service and employment conditions are met.

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Direction
Neutral
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Scale
21100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much21,100Shares

21,100 treasury shares

4 directors of the company, excluding outside directors; 21,100 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥4,057 per share
Total issue value

¥85,602,700

Amount of funds to be raised
Total monetary receivables: ¥85,602,700; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥85,602,700
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
50 years (from 10 November 2026 to 9 November 2076)
Conditions for lifting transfer restrictions
Throughout the transfer restriction period, the individual must continuously hold one of the following positions at the company or one of its subsidiaries: director, executive officer, executive vice president who does not concurrently serve as a director, audit & supervisory board member, or employee. If the individual leaves office or employment upon expiration of the term, mandatory retirement or for another legitimate reason, the restrictions will be lifted immediately thereafter.
Reason for acquisition without consideration
The company will acquire without consideration any shares whose transfer restrictions remain in place upon expiration of the transfer restriction period or when the restrictions are lifted due to the individual's departure from office or employment. The company will likewise acquire without consideration any shares whose restrictions remain in place in the event of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered
4 directors of the company, excluding outside directors; 21,100 shares
Intended allottee's holding policy
The transfer restriction period is set at 50 years to achieve long-term sharing of shareholder value. During this period, transfers to third parties, the creation of security interests and any other disposition are prohibited.
Payment date
10 November 2026
Basis for determining the amount to be paid
Closing price of ¥4,057 on the Tokyo Stock Exchange Prime Market on 29 September 2026. This was the closing price on the business day preceding 30 September 2026, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 43rd Annual General Meeting of Shareholders held on 26 November 2021, approval was obtained for annual compensation of up to ¥300 million under this plan, a total of up to 120,000 common shares per year, and transfer restriction periods ranging from 3 to 50 years. This matter was deliberated by the Compensation Advisory Committee.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance 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 of21,100 treasury shares
Issue price and disposal price¥4,057 per share
Total issue value¥85,602,700
Amount of funds to be raisedTotal monetary receivables: ¥85,602,700; estimated net proceeds: Not disclosed
Payment date10 November 2026
Intended allottee4 directors of the company, excluding outside directors; 21,100 shares
Intended allottee's holding policyThe transfer restriction period is set at 50 years to achieve long-term sharing of shareholder value. During this period, transfers to third parties, the creation of security interests and any other disposition are prohibited.
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 paidClosing price of ¥4,057 on the Tokyo Stock Exchange Prime Market on 29 September 2026. This was the closing price on the business day preceding 30 September 2026, with no discount or premium.
Transfer restriction period50 years (from 10 November 2026 to 9 November 2076)
Conditions for lifting transfer restrictionsThroughout the transfer restriction period, the individual must continuously hold one of the following positions at the company or one of its subsidiaries: director, executive officer, executive vice president who does not concurrently serve as a director, audit & supervisory board member, or employee. If the individual leaves office or employment upon expiration of the term, mandatory retirement or for another legitimate reason, the restrictions will be lifted immediately thereafter.
Reason for acquisition without considerationThe company will acquire without consideration any shares whose transfer restrictions remain in place upon expiration of the transfer restriction period or when the restrictions are lifted due to the individual's departure from office or employment. The company will likewise acquire without consideration any shares whose restrictions remain in place in the event of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered4 directors of the company, excluding outside directors; 21,100 shares
Total Stock-Based CompensationTotal monetary receivables: ¥85,602,700
Procedures under the Corporate Code of ConductAt the 43rd Annual General Meeting of Shareholders held on 26 November 2021, approval was obtained for annual compensation of up to ¥300 million under this plan, a total of up to 120,000 common shares per year, and transfer restriction periods ranging from 3 to 50 years. This matter was deliberated by the Compensation Advisory Committee.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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.

The compensation was determined to provide incentives for the sustained enhancement of corporate value and to share value with shareholders, following deliberation by the Compensation Advisory Committee and taking into consideration the company's business performance, achievement of key ESG and other targets, and the responsibilities of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | RYOHIN KEIKAKU CO.,LTD. (7453) timely disclosure | Komori