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Share Issuance and Disposal7460YAGI & CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

YAGI & CO.,LTD. resolved to dispose of 32,400 treasury shares to 17 eligible officers as restricted stock compensation. The disposal price is ¥1,762 per share, for a total disposal amount of ¥57,088,800.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much32,400Shares

32,400 common shares of the Company (treasury shares)

6 directors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors28,500 shares
6 executive officers who do not concurrently serve as directors of the Company2,400 shares
5 directors of subsidiaries of the Company (excluding employees seconded from the Company)1,500 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.

¥1,762 per share
Total issue value

¥57,088,800

Amount of funds to be raised
Total payment amount: ¥57,088,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥57,088,800. The annual limit on stock-based compensation for eligible directors, combining the two stock-based compensation programs, is ¥260 million or less (up to 40,000 shares 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
20 years (from 21 August 2026 through 20 August 2046)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, employee, adviser, consultant or an equivalent position. If the recipient leaves office or employment due to expiration of the term of office, reaching the mandatory retirement age or any other reason recognized as legitimate by the Company's Board of Directors, the restrictions will be lifted for the number of shares determined in accordance with the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of allocated shares 28,500 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of allocated shares 2,400 shares, Category Directors of subsidiaries of the Company (excluding employees seconded from the Company) / Number of Employees 5 / Number of allocated shares 1,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 23 July 2026, ¥1,762. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
Approval of the system and compensation limits was obtained at the 105th Annual General Meeting of Shareholders held on 29 June 2017, the 113th Annual General Meeting of Shareholders held on 27 June 2025, and the 114th Annual General Meeting of Shareholders held on 26 June 2026.
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 of32,400 common shares of the Company (treasury shares)
Issue price and disposal price¥1,762 per share
Total issue value¥57,088,800
Amount of funds to be raisedTotal payment amount: ¥57,088,800; estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors / Number of Shares 28,500 shares, Name 6 executive officers who do not concurrently serve as directors of the Company / Number of Shares 2,400 shares, Name 5 directors of subsidiaries of the Company (excluding employees seconded from the Company) / Number of Shares 1,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 23 July 2026, ¥1,762. No discount or premium rate is stated.
Transfer restriction period20 years (from 21 August 2026 through 20 August 2046)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, employee, adviser, consultant or an equivalent position. If the recipient leaves office or employment due to expiration of the term of office, reaching the mandatory retirement age or any other reason recognized as legitimate by the Company's Board of Directors, the restrictions will be lifted for the number of shares determined in accordance with the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of allocated shares 28,500 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of allocated shares 2,400 shares, Category Directors of subsidiaries of the Company (excluding employees seconded from the Company) / Number of Employees 5 / Number of allocated shares 1,500 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥57,088,800. The annual limit on stock-based compensation for eligible directors, combining the two stock-based compensation programs, is ¥260 million or less (up to 40,000 shares per year).
Procedures under the Corporate Code of ConductApproval of the system and compensation limits was obtained at the 105th Annual General Meeting of Shareholders held on 29 June 2017, the 113th Annual General Meeting of Shareholders held on 27 June 2025, and the 114th Annual General Meeting of Shareholders held on 26 June 2026.
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 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 the eligible directors and other officers with incentives to achieve sustained growth in corporate value and promote value sharing with shareholders, and to further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | YAGI & CO.,LTD. (7460) timely disclosure | Komori