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Share Issuance and Disposal7516KOHNAN SHOJI CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has decided to dispose of 4,500 treasury shares to 8 directors as restricted stock compensation. The eligible directors will contribute monetary compensation claims totaling ¥18,832,500 in kind, and the shares may not be transferred until retirement or another specified event.

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Direction
Neutral
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Scale
4500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,500Shares

4,500 common shares of the Company (treasury shares)

8 directors, excluding outside directors4,500 shares

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

¥4,185 per share
Total issue value

¥18,832,500

Amount of funds to be raised
Total payment amount: ¥18,832,500; estimated net proceeds: Not disclosed (the shares will be issued in exchange for an in-kind contribution of monetary compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims: ¥18,832,500. The annual limit for restricted stock compensation is ¥100 million.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 14 July 2026 until the later of the date on which the eligible director retires from the position of director of the Company or another position designated by the Company's Board of Directors, or the date on which the Company's semi-annual securities report for the fiscal year including the payment date is filed.
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds the position of director of the Company or another position designated by the Company's Board of Directors throughout the service period ending at the conclusion of the annual general meeting of shareholders relating to the final fiscal year ending within one year from the payment date, all transfer restrictions on the shares held will be lifted when the restricted period expires. In the event of retirement upon expiration of the director's term, mandatory retirement, or another legitimate reason, the transfer restrictions will be lifted on a number of shares determined in proportion to the number of months in office.
Reason for acquisition without consideration
If the eligible director retires for a legitimate reason or due to death during the service period, the Company will acquire for no consideration the number of shares calculated in accordance with the prescribed formula. The Company will also acquire for no consideration all shares for which the transfer restrictions have not been lifted when the restricted period expires.
Categories and Number of Persons Covered
8 directors (excluding outside directors), 4,500 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. Provided that the eligible director continuously holds the prescribed position throughout the service period, all transfer restrictions on the shares held will be lifted when the restricted period expires.
Payment date
14 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 12 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,185. No discount or premium was 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 of4,500 common shares of the Company (treasury shares)
Issue price and disposal price¥4,185 per share
Total issue value¥18,832,500
Amount of funds to be raisedTotal payment amount: ¥18,832,500; estimated net proceeds: Not disclosed (the shares will be issued in exchange for an in-kind contribution of monetary compensation claims)
Payment date14 July 2026
Intended allotteeName 8 directors, excluding outside directors / Number of Shares 4,500 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. Provided that the eligible director continuously holds the prescribed position throughout the service period, all transfer restrictions on the shares held will be lifted when the restricted period expires.
Dilution RateNot applicable (disposal of treasury shares)
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 paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 12 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,185. No discount or premium was disclosed.
Transfer restriction periodFrom 14 July 2026 until the later of the date on which the eligible director retires from the position of director of the Company or another position designated by the Company's Board of Directors, or the date on which the Company's semi-annual securities report for the fiscal year including the payment date is filed.
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds the position of director of the Company or another position designated by the Company's Board of Directors throughout the service period ending at the conclusion of the annual general meeting of shareholders relating to the final fiscal year ending within one year from the payment date, all transfer restrictions on the shares held will be lifted when the restricted period expires. In the event of retirement upon expiration of the director's term, mandatory retirement, or another legitimate reason, the transfer restrictions will be lifted on a number of shares determined in proportion to the number of months in office.
Reason for acquisition without considerationIf the eligible director retires for a legitimate reason or due to death during the service period, the Company will acquire for no consideration the number of shares calculated in accordance with the prescribed formula. The Company will also acquire for no consideration all shares for which the transfer restrictions have not been lifted when the restricted period expires.
Categories and Number of Persons Covered8 directors (excluding outside directors), 4,500 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥18,832,500. The annual limit for restricted stock compensation is ¥100 million.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 an incentive for the sustained enhancement of the Company's corporate value, promote further value sharing between the eligible directors and shareholders, and further increase the eligible directors' motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOHNAN SHOJI CO.,LTD. (7516) timely disclosure | Komori