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Share Issuance and Disposal7537MARUBUN CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 12,690 treasury shares to a total of 11 directors of the Company and its subsidiaries as restricted stock compensation for directors. The shares will be subject to a three-year transfer restriction.

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Scale
12690
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,690Shares

12,690 common shares of the Company (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 6,663 shares
Certain directors of subsidiaries of the Company6 / 6,027 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.

¥1,703 per share
Total issue value

¥21,611,070

Amount of funds to be raised
As total monetary compensation receivables of ¥21,611,070 will be contributed in kind, no cash will be raised and there will be no estimated net proceeds.
Total Stock-Based Compensation
Total monetary compensation receivables for this allocation: ¥21,611,070. The total amount of monetary compensation receivables for restricted stock compensation for eligible directors is capped at ¥100 million per year.
発行済株式総数

The total number of shares outstanding will not increase as a result of the disposal of treasury shares.

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
Three years, from 24 July 2026 to 23 July 2029
Conditions for lifting transfer restrictions
Provided that the recipient has continuously held the position of director of the Company or one of its subsidiaries during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If the recipient retires upon expiration of the term of office or for another legitimate reason, the transfer restriction will be lifted immediately after retirement for the number of shares calculated by applying a ratio based on the number of months in office to the number of shares held.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restriction is lifted. In the event of a corporate reorganization or similar transaction, the Company will also automatically acquire without consideration any shares for which the transfer restriction has not been lifted after the transfer restriction is 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 5 / Number of allocated shares 6,663 shares, Category Certain directors of subsidiaries of the Company / Number of Employees 6 / Number of allocated shares 6,027 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of in any manner. The transfer restriction period is from 24 July 2026 to 23 July 2029.
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 Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,703. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The decision was made after obtaining the advice and consent of the Nomination and Compensation Committee.
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 of12,690 common shares of the Company (treasury shares)
Issue price and disposal price¥1,703 per share
Total issue value¥21,611,070
Amount of funds to be raisedAs total monetary compensation receivables of ¥21,611,070 will be contributed in kind, no cash will be raised and there will be no estimated net proceeds.
Payment date24 July 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 6,663 shares, Name Certain directors of subsidiaries of the Company / Number of Employees 6 / Number of Shares 6,027 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of in any manner. The transfer restriction period is from 24 July 2026 to 23 July 2029.
Total number of issued sharesThe total number of shares outstanding will not increase as a result of the 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 Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,703. No discount or premium rate was stated.
Transfer restriction periodThree years, from 24 July 2026 to 23 July 2029
Conditions for lifting transfer restrictionsProvided that the recipient has continuously held the position of director of the Company or one of its subsidiaries during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If the recipient retires upon expiration of the term of office or for another legitimate reason, the transfer restriction will be lifted immediately after retirement for the number of shares calculated by applying a ratio based on the number of months in office to the number of shares held.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restriction is lifted. In the event of a corporate reorganization or similar transaction, the Company will also automatically acquire without consideration any shares for which the transfer restriction has not been lifted after the transfer restriction is 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 5 / Number of allocated shares 6,663 shares, Category Certain directors of subsidiaries of the Company / Number of Employees 6 / Number of allocated shares 6,027 shares
Total Stock-Based CompensationTotal monetary compensation receivables for this allocation: ¥21,611,070. The total amount of monetary compensation receivables for restricted stock compensation for eligible directors is capped at ¥100 million per year.
Procedures under the Corporate Code of ConductThe decision was made after obtaining the advice and consent of the Nomination and Compensation Committee.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 have the recipients share with shareholders both the benefits and risks of fluctuations in the share price, thereby increasing their motivation to contribute to an increase in the share price and corporate value. In addition, from the perspective of executing the medium-term management plan as an integrated group and pursuing further growth, the scope of eligible recipients has been expanded to include certain directors of subsidiaries.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MARUBUN CORPORATION (7537) timely disclosure | Komori