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Share Issuance and Disposal7522WATAMI CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,839 treasury shares to directors as restricted stock compensation. The transfer restrictions will be lifted subject to continuous service for a specified period and achievement of performance targets.

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10839
Shares
Wording
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,839Shares

10,839 common shares of the Company (treasury shares)

3 directors, excluding directors who are Audit and Supervisory Committee members; 10,839 shares (the body of the notice also refers to 2 eligible directors as the intended recipients)

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

¥918 per share
Total issue value

¥9,950,202

Amount of funds to be raised
Total payment amount: ¥9,950,202; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation claims held by the eligible recipients)
Total Stock-Based Compensation
Total monetary compensation claims: ¥9,950,202. The annual limit on monetary compensation claims granted to eligible directors is ¥100 million or less.
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 28 July 2026 until retirement, provided that the 3-year continuous service requirement is satisfied
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted if the eligible recipient has continuously served as a director of the Company or one of its subsidiaries during the transfer restriction period, or retires upon expiration of the term of office, reaching the mandatory retirement age, death or another legitimate reason, and the consolidated operating profit stated in the Company's published earnings summary for the fiscal year ended March 2026 is at least ¥4 billion, provided that the 3-year service requirement after the grant is also satisfied. Special provisions apply in the event of a corporate reorganization or similar transaction.
Reason for acquisition without consideration
Shares for which the transfer restrictions have not been lifted when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, shares for which the transfer restrictions have not been lifted immediately after the transfer restrictions are scheduled to be lifted.
Categories and Number of Persons Covered
3 directors, excluding directors who are Audit and Supervisory Committee members; 10,839 shares allocated (the body of the notice also refers to 2 eligible directors)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. They will be managed in a designated account.
Payment date
28 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 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥918. No discount or premium is stated.
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 of10,839 common shares of the Company (treasury shares)
Issue price and disposal price¥918 per share
Total issue value¥9,950,202
Amount of funds to be raisedTotal payment amount: ¥9,950,202; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation claims held by the eligible recipients)
Payment date28 July 2026
Intended allottee3 directors, excluding directors who are Audit and Supervisory Committee members; 10,839 shares (the body of the notice also refers to 2 eligible directors as the intended recipients)
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. They will be managed in a designated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥918. No discount or premium is stated.
Transfer restriction periodFrom 28 July 2026 until retirement, provided that the 3-year continuous service requirement is satisfied
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted if the eligible recipient has continuously served as a director of the Company or one of its subsidiaries during the transfer restriction period, or retires upon expiration of the term of office, reaching the mandatory retirement age, death or another legitimate reason, and the consolidated operating profit stated in the Company's published earnings summary for the fiscal year ended March 2026 is at least ¥4 billion, provided that the 3-year service requirement after the grant is also satisfied. Special provisions apply in the event of a corporate reorganization or similar transaction.
Reason for acquisition without considerationShares for which the transfer restrictions have not been lifted when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, shares for which the transfer restrictions have not been lifted immediately after the transfer restrictions are scheduled to be lifted.
Categories and Number of Persons Covered3 directors, excluding directors who are Audit and Supervisory Committee members; 10,839 shares allocated (the body of the notice also refers to 2 eligible directors)
Total Stock-Based CompensationTotal monetary compensation claims: ¥9,950,202. The annual limit on monetary compensation claims granted to eligible directors is ¥100 million or less.
Items this document does not state (14)
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 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.

The purpose is to provide medium- to long-term incentives, share value with shareholders, and further enhance the motivation of the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | WATAMI CO.,LTD. (7522) timely disclosure | Komori