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Share Issuance and Disposal7619TANAKA CO.,LTD.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors

It was resolved to dispose of 30,544 treasury shares at ¥900 per share to 6 directors as restricted stock compensation. The transfer restrictions will apply from the payment date until the date on which the directors cease to hold their positions.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much30,544Shares

30,544 shares of the Company's common stock (treasury shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members30,544 shares

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

¥900 per share
Total issue value

¥27,489,600

Total Stock-Based Compensation
Total monetary remuneration receivables of ¥27,489,600 (annual remuneration limit: no more than ¥50 million)
発行済株式総数

No increase (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 24 August 2026 (the payment date) until the date on which the recipients cease to hold their positions as directors of the Company
Conditions for lifting transfer restrictions
Provided that the recipient remains a director continuously from 24 August 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, a portion of the restrictions will be released according to the number of months in office.
Reason for acquisition without consideration
At the expiry of the transfer restriction period or any other time stipulated in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
6 of the Company's directors (excluding directors who are Audit & Supervisory Committee members), 30,544 shares
Intended allottee's holding policy
The shares may not be transferred, pledged as collateral or otherwise disposed of from 24 August 2026 until the date on which the recipients cease to hold their positions as directors of the Company.
Payment date
24 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 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥900. No discount or premium was applied.
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 of30,544 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥900 per share
Total issue value¥27,489,600
Payment date24 August 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members / Number of Shares 30,544 shares
Intended allottee's holding policyThe shares may not be transferred, pledged as collateral or otherwise disposed of from 24 August 2026 until the date on which the recipients cease to hold their positions as directors of the Company.
Total number of issued sharesNo increase (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 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥900. No discount or premium was applied.
Transfer restriction periodFrom 24 August 2026 (the payment date) until the date on which the recipients cease to hold their positions as directors of the Company
Conditions for lifting transfer restrictionsProvided that the recipient remains a director continuously from 24 August 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, a portion of the restrictions will be released according to the number of months in office.
Reason for acquisition without considerationAt the expiry of the transfer restriction period or any other time stipulated in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered6 of the Company's directors (excluding directors who are Audit & Supervisory Committee members), 30,544 shares
Total Stock-Based CompensationTotal monetary remuneration receivables of ¥27,489,600 (annual remuneration limit: no more than ¥50 million)
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 provide directors with an incentive to pursue sustained growth in corporate value and to promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors | TANAKA CO.,LTD. (7619) timely disclosure | Komori