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Share Issuance and Disposal7538DAISUI CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 63,304 treasury shares as restricted stock compensation for 5 directors and 7 executive officers. The disposal price is ¥376 per share, and the payment date is 12 August 2026.

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63304
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 much63,304Shares

63,304 shares of the Company’s common stock (treasury shares)

5 directors of the Company, excluding outside directors43,288 shares
7 executive officers of the Company20,016 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.

¥376 per share
Total issue value

¥23,802,304

Amount of funds to be raised
Total payment amount: ¥23,802,304; estimated net proceeds: Not disclosed (disposal in exchange for an in-kind contribution of compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥23,802,304 (the total annual amount of monetary compensation receivables for directors is capped at ¥30 million)
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 12 August 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or executive officer of the Company through the date of the first annual general meeting of shareholders held after 12 August 2026. If the recipient ceases to hold the position for a legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month containing the date of departure, divided by 12.
Reason for acquisition without consideration
If, after the start of the transfer restriction period and before the day preceding the date of the first annual general meeting of shareholders held thereafter, the recipient ceases, without a legitimate reason, to hold either the position of director or executive officer of the Company. Shares for which the transfer restrictions have not been lifted when the period expires. In the event of a reorganization or similar transaction, shares for which the transfer restrictions have not been lifted by the effective date.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 43,288 shares, Category The Company's executive officers / Number of Employees 7 / Number of allocated shares 20,016 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
12 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 17 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥376. The discount and premium rates are 0%.
Impact on Business Performance
The impact of this disposal of treasury shares on 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 of63,304 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥376 per share
Total issue value¥23,802,304
Amount of funds to be raisedTotal payment amount: ¥23,802,304; estimated net proceeds: Not disclosed (disposal in exchange for an in-kind contribution of compensation receivables)
Payment date12 August 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 43,288 shares, Name 7 executive officers of the Company / Number of Shares 20,016 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 17 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥376. The discount and premium rates are 0%.
Transfer restriction periodFrom 12 August 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director or executive officer of the Company through the date of the first annual general meeting of shareholders held after 12 August 2026. If the recipient ceases to hold the position for a legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month containing the date of departure, divided by 12.
Reason for acquisition without considerationIf, after the start of the transfer restriction period and before the day preceding the date of the first annual general meeting of shareholders held thereafter, the recipient ceases, without a legitimate reason, to hold either the position of director or executive officer of the Company. Shares for which the transfer restrictions have not been lifted when the period expires. In the event of a reorganization or similar transaction, shares for which the transfer restrictions have not been lifted by the effective date.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 43,288 shares, Category The Company's executive officers / Number of Employees 7 / Number of allocated shares 20,016 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥23,802,304 (the total annual amount of monetary compensation receivables for directors is capped at ¥30 million)
Impact on Business PerformanceThe impact of this disposal of treasury shares on 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 the benefits and risks of share price fluctuations with shareholders and increase recipients’ 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 | DAISUI CO.,LTD. (7538) timely disclosure | Komori