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Share Issuance and Disposal7508G-7 HOLDINGS Inc.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 20,000 treasury shares as restricted stock compensation to 3 directors of the Company and 22 directors of its subsidiaries. The shares may not be transferred until conditions such as retirement from office are met.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
20000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much20,000Shares

20,000 common shares of the Company (treasury shares)

3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)5,000 shares
22 directors of the Company's subsidiaries15,000 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.

¥1,343 per share
Total issue value

¥26,860,000

Amount of funds to be raised
Total payment amount: ¥26,860,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥26,860,000. The annual limit on monetary compensation claims granted as compensation or other remuneration is ¥10 million.
発行済株式総数

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 24 July 2026 until the date on which the recipient ceases to hold any position as a director of the Company or its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continues to hold a position as a director of the Company or its subsidiaries through the date of the first annual general meeting of shareholders of the Company held after 24 July 2026, all of the allocated shares held at the end of the restricted transfer period will be released from the restrictions. If the recipient retires for a reason deemed legitimate, the restrictions will be lifted immediately after retirement.
Reason for acquisition without consideration
If, after the start of the restricted transfer period and before the day preceding the first annual general meeting of shareholders of the Company held thereafter, the recipient ceases to hold any position as a director of the Company or its subsidiaries, except where the Company's Board of Directors recognizes a legitimate reason. Also, if any shares remain subject to the transfer restrictions at the end of the restricted transfer period. In the event of a corporate reorganization or similar transaction, shares remaining after the transfer restrictions have been lifted.
Categories and Number of Persons Covered
3 directors of the Company, excluding directors serving as Audit & Supervisory Committee Members and outside directors, and 5,000 shares; 22 directors of the Company's subsidiaries, and 15,000 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to a third party, pledged, used to establish a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The shares will be held and maintained in an account designated by SMBC Nikko Securities Inc. 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 shares on the Tokyo Stock Exchange on 25 June 2026 was ¥1,343. The discount and premium rates are both 0% (the price is equal to the closing price).
Procedures under the Corporate Code of Conduct
At the 49th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the introduction of the restricted stock compensation plan, the cap on total compensation claims and the cap on the number of shares, among other matters.
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 of20,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,343 per share
Total issue value¥26,860,000
Amount of funds to be raisedTotal payment amount: ¥26,860,000. Estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory 3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 5,000 shares, Category 22 directors of the Company's subsidiaries / Number of Shares 15,000 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to a third party, pledged, used to establish a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The shares will be held and maintained in an account designated by SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026 was ¥1,343. The discount and premium rates are both 0% (the price is equal to the closing price).
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold any position as a director of the Company or its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continues to hold a position as a director of the Company or its subsidiaries through the date of the first annual general meeting of shareholders of the Company held after 24 July 2026, all of the allocated shares held at the end of the restricted transfer period will be released from the restrictions. If the recipient retires for a reason deemed legitimate, the restrictions will be lifted immediately after retirement.
Reason for acquisition without considerationIf, after the start of the restricted transfer period and before the day preceding the first annual general meeting of shareholders of the Company held thereafter, the recipient ceases to hold any position as a director of the Company or its subsidiaries, except where the Company's Board of Directors recognizes a legitimate reason. Also, if any shares remain subject to the transfer restrictions at the end of the restricted transfer period. In the event of a corporate reorganization or similar transaction, shares remaining after the transfer restrictions have been lifted.
Categories and Number of Persons Covered3 directors of the Company, excluding directors serving as Audit & Supervisory Committee Members and outside directors, and 5,000 shares; 22 directors of the Company's subsidiaries, and 15,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥26,860,000. The annual limit on monetary compensation claims granted as compensation or other remuneration is ¥10 million.
Procedures under the Corporate Code of ConductAt the 49th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the introduction of the restricted stock compensation plan, the cap on total compensation claims and the cap on the number of shares, among other matters.
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 fundsTotal 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 enable the eligible recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | G-7 HOLDINGS Inc. (7508) timely disclosure | Komori