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Share Issuance and Disposal7570HASHIMOTO SOGYO HOLDINGS CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 20,400 treasury shares at ¥1,377 per share as restricted stock compensation for its officers and directors of its subsidiaries. The payment date is 22 July 2026, and the recipients are the Company's directors and audit & supervisory board members, and directors of its subsidiaries.

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20400
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

20,400 shares of the Company's common stock (17,063 shares to 10 directors, 652 shares to 4 audit & supervisory board members, and 2,685 shares to 4 directors of subsidiaries)

Directors10 / 17,063 shares
Statutory Auditors4 / 652 shares
Directors of subsidiaries4 / 2,685 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.

¥1,377 per share
Total issue value

¥28,090,800

Amount of funds to be raised
Total payment amount: ¥28,090,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥28,090,800 (¥23,495,751 for directors, ¥897,804 for audit & supervisory board members, and ¥3,697,245 for directors of subsidiaries)
Specific use of funds
The treasury shares will be disposed of through an in-kind contribution of monetary compensation receivables; the use of cash funds is Not disclosed
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

As this is a disposal of treasury shares, the total number of issued shares and the dilution rate will not increase: Not disclosed

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.

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 22 July 2026 until the date on which the eligible officer retires as a director or audit & supervisory board member of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The eligible officer must continuously hold the designated position during the service provision period, from the date of the annual general meeting of shareholders immediately preceding the payment date through the date of the annual general meeting of shareholders held in the following year. In the event of retirement due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
10 directors, 17,063 shares; 4 audit & supervisory board members, 652 shares; 4 directors of subsidiaries, 2,685 shares
Intended allottee's holding policy
Transfers and other dispositions will be prohibited from 22 July 2026 until the date on which each eligible officer retires as a director or audit & supervisory board member of the Company or one of its subsidiaries.
Payment date
22 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 25 June 2026, ¥1,377. Discount rate/premium rate: Not disclosed
Impact on Business Performance
The impact of this matter on business performance was 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 of20,400 shares of the Company's common stock (17,063 shares to 10 directors, 652 shares to 4 audit & supervisory board members, and 2,685 shares to 4 directors of subsidiaries)
Issue price and disposal price¥1,377 per share
Total issue value¥28,090,800
Amount of funds to be raisedTotal payment amount: ¥28,090,800; estimated net proceeds: Not disclosed
Specific use of fundsThe treasury shares will be disposed of through an in-kind contribution of monetary compensation receivables; the use of cash funds is Not disclosed
Payment date22 July 2026
Intended allotteeCategory Directors / Number of Employees 10 / Number of Shares 17,063 shares, Category Statutory Auditors / Number of Employees 4 / Number of Shares 652 shares, Category Directors of subsidiaries / Number of Employees 4 / Number of Shares 2,685 shares
Intended allottee's holding policyTransfers and other dispositions will be prohibited from 22 July 2026 until the date on which each eligible officer retires as a director or audit & supervisory board member of the Company or one of its subsidiaries.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares and the dilution rate will not increase: Not disclosed
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 25 June 2026, ¥1,377. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 22 July 2026 until the date on which the eligible officer retires as a director or audit & supervisory board member of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe eligible officer must continuously hold the designated position during the service provision period, from the date of the annual general meeting of shareholders immediately preceding the payment date through the date of the annual general meeting of shareholders held in the following year. In the event of retirement due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered10 directors, 17,063 shares; 4 audit & supervisory board members, 652 shares; 4 directors of subsidiaries, 2,685 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥28,090,800 (¥23,495,751 for directors, ¥897,804 for audit & supervisory board members, and ¥3,697,245 for directors of subsidiaries)
Impact on Business PerformanceThe impact of this matter on business performance was not disclosed.
Items this document does not state (10)
Estimated issuance expensesExercise 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.

The purpose is to provide directors with an incentive to achieve sustained growth in the Company's corporate value and to promote shared value with shareholders. For audit & supervisory board members, the purpose is to provide an incentive to prevent impairment of corporate value and maintain credibility through shared value with shareholders. The allocation of shares to eligible officers, including directors of subsidiaries, was determined after considering the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible officer and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HASHIMOTO SOGYO HOLDINGS CO.,LTD. (7570) timely disclosure | Komori