Komori
Share Issuance and Disposal7482SHIMOJIMA Co.,Ltd.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The company resolved to dispose of 49,255 treasury shares as restricted stock compensation to directors, directors serving as Audit & Supervisory Committee Members, and executive officers. The recipients may not transfer the shares for a specified period, and the company will acquire without consideration any shares that do not satisfy the applicable conditions.

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49255
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much49,255Shares

49,255 common shares (treasury shares)

The Company's directors (excluding directors who are Audit & Supervisory Committee Members)9 / 33,169 shares
Directors of the Company who are Audit and Supervisory Committee members4 / 5,778 shares
The Company's executive officers (excluding executive officers who concurrently serve as directors)6 / 10,308 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.

¥1,317 per share
Total issue value

¥64,868,835

Amount of funds to be raised
Total payment amount: ¥64,868,835; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥64,868,835
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 21 July 2026 until the later of the date on which the recipient ceases to hold either the position of director or executive officer, or the date on which the annual securities report for the fiscal year ending March 2027 is filed
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer from 21 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allotted shares will be released from the transfer restrictions on the expiration date of the restricted period. If the recipient ceases to hold the position due to expiration of the term of office, death, or another reason deemed legitimate by the Board of Directors, the number of shares released will be calculated based on the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will also be released based on the prescribed formula.
Reason for acquisition without consideration
The company will automatically acquire without consideration any allotted shares that remain subject to transfer restrictions when the restricted period expires.
Categories and Number of Persons Covered
9 directors (excluding directors serving as Audit & Supervisory Committee Members): 33,169 shares; 4 directors serving as Audit & Supervisory Committee Members: 5,778 shares; 6 executive officers: 10,308 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares, create security interests over them, or otherwise dispose of them. The restricted period will run from 21 July 2026 until the later of the date on which the recipient ceases to hold either the position of director or executive officer, or the date on which the annual securities report for the fiscal year ending March 2027 is filed.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the company’s common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,317. No discount or premium rate was stated.
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 of49,255 common shares (treasury shares)
Issue price and disposal price¥1,317 per share
Total issue value¥64,868,835
Amount of funds to be raisedTotal payment amount: ¥64,868,835; estimated net proceeds: Not disclosed
Payment date21 July 2026
Intended allotteeCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 9 / Number of Shares 33,169 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 4 / Number of Shares 5,778 shares, Category The Company's executive officers (excluding executive officers who concurrently serve as directors) / Number of Employees 6 / Number of Shares 10,308 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares, create security interests over them, or otherwise dispose of them. The restricted period will run from 21 July 2026 until the later of the date on which the recipient ceases to hold either the position of director or executive officer, or the date on which the annual securities report for the fiscal year ending March 2027 is filed.
Basis for determining the amount to be paidThe closing price of the company’s common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,317. No discount or premium rate was stated.
Transfer restriction periodFrom 21 July 2026 until the later of the date on which the recipient ceases to hold either the position of director or executive officer, or the date on which the annual securities report for the fiscal year ending March 2027 is filed
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer from 21 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allotted shares will be released from the transfer restrictions on the expiration date of the restricted period. If the recipient ceases to hold the position due to expiration of the term of office, death, or another reason deemed legitimate by the Board of Directors, the number of shares released will be calculated based on the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will also be released based on the prescribed formula.
Reason for acquisition without considerationThe company will automatically acquire without consideration any allotted shares that remain subject to transfer restrictions when the restricted period expires.
Categories and Number of Persons Covered9 directors (excluding directors serving as Audit & Supervisory Committee Members): 33,169 shares; 4 directors serving as Audit & Supervisory Committee Members: 5,778 shares; 6 executive officers: 10,308 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥64,868,835
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance 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 share with shareholders the benefits and risks of share price fluctuations and increase recipients’ motivation to contribute to a higher share price, enhanced corporate value, prevention of impairment of corporate value, and the maintenance of credibility.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | SHIMOJIMA Co.,Ltd. (7482) timely disclosure | Komori