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Share Issuance and Disposal7554KOURAKUEN CORPORATIONRetail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 14,000 treasury shares without consideration to 7 directors as restricted stock compensation. The shares may not be transferred or pledged as collateral for a specified period, including while the recipient remains a director.

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14000
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,000Shares

14,000 shares of the Company's common stock (treasury shares)

7 directors of the Company (excluding outside directors)14,000 shares

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

¥1,083 per share
Total issue value

¥15,162,000

Total Stock-Based Compensation
Up to ¥30 million per year (the compensation limit covering both the delivery-without-consideration method and the in-kind contribution method)
Specific use of funds
not disclosed (no fund-raising involved)
発行済株式総数

The total number of issued shares will not increase because this is a 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
From 17 July 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company from 17 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or for another reason deemed legitimate by the Company's Board of Directors, all transfer restrictions will also be lifted upon expiry of the transfer restriction period. In the event of a corporate reorganization or similar transaction, all transfer restrictions will be lifted as of the time immediately preceding the business day before the effective date, by resolution of the Board of Directors.
Reason for acquisition without consideration
If the transfer restrictions have not been lifted as of the expiry of the transfer restriction period or another specified time prescribed in the agreement.
Categories and Number of Persons Covered
7 directors of the Company (excluding outside directors), 14,000 shares
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 17 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,083. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 56th Ordinary General Meeting of Shareholders held on 18 June 2026, approval was obtained for the restricted stock compensation plan and a compensation limit of up to 30,000 shares and ¥30 million per year.
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 of14,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,083 per share
Total issue value¥15,162,000
Specific use of fundsnot disclosed (no fund-raising involved)
Intended allotteeName 7 directors of the Company (excluding outside directors) / Number of Shares 14,000 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 17 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,083. No discount or premium was stated.
Transfer restriction periodFrom 17 July 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company from 17 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or for another reason deemed legitimate by the Company's Board of Directors, all transfer restrictions will also be lifted upon expiry of the transfer restriction period. In the event of a corporate reorganization or similar transaction, all transfer restrictions will be lifted as of the time immediately preceding the business day before the effective date, by resolution of the Board of Directors.
Reason for acquisition without considerationIf the transfer restrictions have not been lifted as of the expiry of the transfer restriction period or another specified time prescribed in the agreement.
Categories and Number of Persons Covered7 directors of the Company (excluding outside directors), 14,000 shares
Total Stock-Based CompensationUp to ¥30 million per year (the compensation limit covering both the delivery-without-consideration method and the in-kind contribution method)
Procedures under the Corporate Code of ConductAt the 56th Ordinary General Meeting of Shareholders held on 18 June 2026, approval was obtained for the restricted stock compensation plan and a compensation limit of up to 30,000 shares and ¥30 million per year.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesPayment dateIntended allottee's holding policyDilution 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 provide an incentive for the sustained enhancement of the Company's corporate value and further promote value sharing with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each proposed allottee and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | KOURAKUEN CORPORATION (7554) timely disclosure | Komori