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Share Issuance and Disposal7550ZENSHO HOLDINGS CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to a Performance-Linked Stock Compensation Plan

The Board of Directors resolved to dispose of 170,000 treasury shares to the trust account to continue the performance-linked stock compensation plan. The total disposal value is ¥2,159,850,000.

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Direction
Neutral
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Scale
170000
shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with an additional contribution to a performance-based stock compensation plan

Who receives how much170,000Shares

170,000 common shares (treasury shares)

Japan Custody Bank, Ltd. (Trust E Account)170,000 shares

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

¥12,705 per share
Total issue value

¥2,159,850,000

Amount of funds to be raised
Total payment amount ¥2,159,850,000; estimated net proceeds Not disclosed
Specific use of funds
Additional funding of the trust for future share awards to directors and other eligible persons in connection with the continuation of the plan. Additional trust funding: ¥2,159,850,000
発行済株式総数

0.11% (as a percentage of total issued shares and total voting rights)

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.

Categories and Number of Persons Covered
Directors (excluding outside directors and directors who are Audit and Supervisory Committee members) and executive officers. Number of shares allocated by number and category: Not disclosed
Payment date
27 November 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution: ¥12,705. No discount or premium rate disclosed.
Procedures under the Corporate Code of Conduct
The plan was introduced pursuant to a resolution at the annual general meeting of shareholders held on 24 June 2022.
Most recent equity financing
Timing Dated 13 May 2022 / Type Disclosure regarding the introduction of a performance-linked share compensation plan / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with an additional contribution to a performance-based stock compensation plan
Number of shares to be issued or disposed of170,000 common shares (treasury shares)
Issue price and disposal price¥12,705 per share
Total issue value¥2,159,850,000
Amount of funds to be raisedTotal payment amount ¥2,159,850,000; estimated net proceeds Not disclosed
Specific use of fundsDetails and amount Additional funding of the trust for future share awards to directors and other eligible persons in connection with the continuation of the plan. Additional trust funding: ¥2,159,850,000 / Scheduled timing of expenditures Not disclosed
Payment date27 November 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 170,000 shares
Dilution Rate0.11% (as a percentage of total issued shares and total voting rights)
Total number of issued sharesAs of 30 September 2026: 160,733,225 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution: ¥12,705. No discount or premium rate disclosed.
Categories and Number of Persons CoveredDirectors (excluding outside directors and directors who are Audit and Supervisory Committee members) and executive officers. Number of shares allocated by number and category: Not disclosed
Procedures under the Corporate Code of ConductThe plan was introduced pursuant to a resolution at the annual general meeting of shareholders held on 24 June 2022.
Most recent equity financingTiming Dated 13 May 2022 / Type Disclosure regarding the introduction of a performance-linked share compensation plan / Amount Not disclosed
Items this document does not state (14)
Estimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 trust will acquire the shares expected to be required for future benefits in connection with the continuation of the plan. The disposal corresponds to the number of shares expected to be awarded to directors and other eligible persons, and the scale of the dilution is considered reasonable in light of the purpose of the plan.

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Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to a Performance-Linked Stock Compensation Plan | ZENSHO HOLDINGS CO.,LTD. (7550) timely disclosure | Komori