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Share Issuance and Disposal7670O-WELL CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,949 treasury shares at ¥1,050 per share to 4 directors and 6 executive officers as restricted stock compensation. Payment will be made through an in-kind contribution of monetary remuneration claims.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,949Shares

12,949 common shares (disposal of treasury shares, not an issuance of new shares)

4 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)10,093 shares
6 executive officers who do not concurrently serve as directors of the Company2,856 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.

¥1,050 per share
Total issue value

¥13,596,450

Amount of funds to be raised
Total payment amount: ¥13,596,450 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary remuneration claims: ¥13,596,450 (the annual remuneration limit for eligible directors is ¥60 million)
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 6 August 2026 to 5 August 2076 (50 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions during that period: director of the Company, executive officer who does not concurrently serve as a director, or another equivalent position. If the recipient retires or resigns upon expiration of the term of office, mandatory retirement, or for another legitimate reason, the restrictions will be lifted immediately after the retirement or resignation with respect to the number of shares determined based on the recipient's period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted at the expiration of the transfer restriction period or when the transfer restriction is lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares whose transfer restriction remains in place after the restriction is lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 10,093 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of allocated shares 2,856 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Payment date
6 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,050. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 78th Annual General Meeting of Shareholders held on 23 June 2020, approval was granted for this plan, monetary remuneration claims of up to ¥60 million per year, and restricted stock of up to 60,000 shares per year.
Impact on Business Performance
The impact of this matter on business performance is 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 of12,949 common shares (disposal of treasury shares, not an issuance of new shares)
Issue price and disposal price¥1,050 per share
Total issue value¥13,596,450
Amount of funds to be raisedTotal payment amount: ¥13,596,450 (estimated net proceeds: Not disclosed)
Payment date6 August 2026
Intended allotteeName 4 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 10,093 shares, Name 6 executive officers who do not concurrently serve as directors of the Company / Number of Shares 2,856 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,050. No discount or premium rate is stated.
Transfer restriction periodFrom 6 August 2026 to 5 August 2076 (50 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions during that period: director of the Company, executive officer who does not concurrently serve as a director, or another equivalent position. If the recipient retires or resigns upon expiration of the term of office, mandatory retirement, or for another legitimate reason, the restrictions will be lifted immediately after the retirement or resignation with respect to the number of shares determined based on the recipient's period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted at the expiration of the transfer restriction period or when the transfer restriction is lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares whose transfer restriction remains in place after the restriction is lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 10,093 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of allocated shares 2,856 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥13,596,450 (the annual remuneration limit for eligible directors is ¥60 million)
Procedures under the Corporate Code of ConductAt the 78th Annual General Meeting of Shareholders held on 23 June 2020, approval was granted for this plan, monetary remuneration claims of up to ¥60 million per year, and restricted stock of up to 60,000 shares per year.
Impact on Business PerformanceThe impact of this matter on business performance is Not disclosed
Items this document does not state (12)
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 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 incentives for the sustainable enhancement of corporate value, promote value sharing with shareholders, and further increase the motivation of the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | O-WELL CORPORATION (7670) timely disclosure | Komori