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Share Issuance and Disposal7649SUGI HOLDINGS Co.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 34,219 shares of its treasury stock to 45 directors, executive officers and directors of group companies as restricted stock compensation. The total disposal amount is ¥102,349,029, and the shares may not be transferred for a specified period.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,219Shares

34,219 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)3 / 14,810 shares
The Company's executive officers9 / 7,944 shares
Directors of the Company's group companies (excluding those who concurrently serve as directors or executive officers of the Company and those seconded from the Company's group companies)33 / 11,465 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.

¥2,991 per share
Total issue value

¥102,349,029

Amount of funds to be raised
Total amount paid: ¥102,349,029; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥102,349,029. The annual compensation limit for eligible directors is ¥80 million or less.
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 15 June 2026 until immediately after the eligible directors and other recipients cease to hold any position as an officer or employee of the Company or any of its group companies
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient has continuously held a position as an officer or employee of the Company or any of its group companies from 15 June 2026 until immediately before the conclusion of the first annual general meeting of shareholders held thereafter. If the recipient ceases to hold such position for a legitimate reason, the transfer restrictions will be released immediately after the recipient's departure, for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 14,810 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 7,944 shares, Category Directors of the Company's group companies / Number of Employees 33 / Number of allocated shares 11,465 shares
Intended allottee's holding policy
From 15 June 2026 until immediately after the eligible directors and other recipients cease to hold any position as an officer or employee of the Company or any of its group companies, transfers to third parties, the creation of security interests and any other disposition are prohibited.
Payment date
15 June 2026
Basis for determining the amount to be paid
¥2,991, obtained by rounding up to the nearest yen the common stock closing price of ¥2,990.5 on the Tokyo Stock Exchange Prime Market on 20 May 2026. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
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 of34,219 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,991 per share
Total issue value¥102,349,029
Amount of funds to be raisedTotal amount paid: ¥102,349,029; estimated net proceeds: Not disclosed
Payment date15 June 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 14,810 shares, Name The Company's executive officers / Number of Employees 9 / Number of Shares 7,944 shares, Name Directors of the Company's group companies (excluding those who concurrently serve as directors or executive officers of the Company and those seconded from the Company's group companies) / Number of Employees 33 / Number of Shares 11,465 shares
Intended allottee's holding policyFrom 15 June 2026 until immediately after the eligible directors and other recipients cease to hold any position as an officer or employee of the Company or any of its group companies, transfers to third parties, the creation of security interests and any other disposition are prohibited.
Basis for determining the amount to be paid¥2,991, obtained by rounding up to the nearest yen the common stock closing price of ¥2,990.5 on the Tokyo Stock Exchange Prime Market on 20 May 2026. No discount or premium rate was disclosed.
Transfer restriction periodFrom 15 June 2026 until immediately after the eligible directors and other recipients cease to hold any position as an officer or employee of the Company or any of its group companies
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient has continuously held a position as an officer or employee of the Company or any of its group companies from 15 June 2026 until immediately before the conclusion of the first annual general meeting of shareholders held thereafter. If the recipient ceases to hold such position for a legitimate reason, the transfer restrictions will be released immediately after the recipient's departure, for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 14,810 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 7,944 shares, Category Directors of the Company's group companies / Number of Employees 33 / Number of allocated shares 11,465 shares
Total Stock-Based CompensationTotal monetary claims: ¥102,349,029. The annual compensation limit for eligible directors is ¥80 million or less.
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 sustainable enhancement of corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SUGI HOLDINGS Co.,LTD. (7649) timely disclosure | Komori