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Share Issuance and Disposal7593VT HOLDINGS CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has decided to dispose of 54,155 treasury shares to 5 directors as restricted stock compensation. The shares will be delivered on 5 August 2026 and, in principle, may not be transferred until the directors retire.

Worth reading
55In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.04
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much54,155Shares

54,155 common shares of the Company (treasury shares)

5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)54,155 shares

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

¥472 per share
Total issue value

¥25,561,160

Amount of funds to be raised
Total amount paid: ¥25,561,160; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥25,561,160. Compensation limit: no more than ¥90 million per year.
発行済株式総数

0.04% (ratio to total shares outstanding as of 31 March 2026)

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 5 August 2026 until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient remains a director of the Company continuously from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held thereafter, all transfer restrictions on the allocated shares held at the end of the period will be lifted upon expiration of the period. In the event of retirement for a justifiable reason, restrictions will be lifted on the number of shares calculated by multiplying the relevant shares by the number of months from July 2026 through the month including the retirement date, divided by 12.
Reason for acquisition without consideration
If the recipient retires without a reason deemed justifiable by the Board of Directors before the day preceding the date of the first annual general meeting of shareholders held thereafter. Also, if any shares remain subject to transfer restrictions at the end of the period. If the recipient retires in connection with a corporate reorganization or similar transaction, all shares whose transfer restrictions have not been lifted as of the business day preceding the effective date will be acquired without consideration.
Categories and Number of Persons Covered
5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 54,155 shares
Intended allottee's holding policy
The transfer restriction period will run from 5 August 2026 until the date on which the recipient retires as a director of the Company. During this period, the shares may not be transferred to a third party, pledged or made subject to a security interest by way of transfer, gifted during the donor’s lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
5 August 2026
Basis for determining the amount to be paid
The higher of the average closing price for ordinary trading on the Tokyo Stock Exchange on each trading day during the one-month period preceding the month in which the date of the Board of Directors’ resolution falls, or the closing price on the business day preceding the date of the Board of Directors’ resolution, 17 July 2026. The disposal price is ¥472. The discount rate and premium rate are not stated numerically.
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 of54,155 common shares of the Company (treasury shares)
Issue price and disposal price¥472 per share
Total issue value¥25,561,160
Amount of funds to be raisedTotal amount paid: ¥25,561,160; estimated net proceeds: Not disclosed
Payment date5 August 2026
Intended allotteeName 5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 54,155 shares
Intended allottee's holding policyThe transfer restriction period will run from 5 August 2026 until the date on which the recipient retires as a director of the Company. During this period, the shares may not be transferred to a third party, pledged or made subject to a security interest by way of transfer, gifted during the donor’s lifetime, bequeathed or otherwise disposed of in any manner.
Dilution Rate0.04% (ratio to total shares outstanding as of 31 March 2026)
Total number of issued shares122,581,034 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe higher of the average closing price for ordinary trading on the Tokyo Stock Exchange on each trading day during the one-month period preceding the month in which the date of the Board of Directors’ resolution falls, or the closing price on the business day preceding the date of the Board of Directors’ resolution, 17 July 2026. The disposal price is ¥472. The discount rate and premium rate are not stated numerically.
Transfer restriction periodFrom 5 August 2026 until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient remains a director of the Company continuously from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held thereafter, all transfer restrictions on the allocated shares held at the end of the period will be lifted upon expiration of the period. In the event of retirement for a justifiable reason, restrictions will be lifted on the number of shares calculated by multiplying the relevant shares by the number of months from July 2026 through the month including the retirement date, divided by 12.
Reason for acquisition without considerationIf the recipient retires without a reason deemed justifiable by the Board of Directors before the day preceding the date of the first annual general meeting of shareholders held thereafter. Also, if any shares remain subject to transfer restrictions at the end of the period. If the recipient retires in connection with a corporate reorganization or similar transaction, all shares whose transfer restrictions have not been lifted as of the business day preceding the effective date will be acquired without consideration.
Categories and Number of Persons Covered5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 54,155 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥25,561,160. Compensation limit: no more than ¥90 million per year.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | VT HOLDINGS CO.,LTD. (7593) timely disclosure | Komori