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Share Issuance and Disposal7686HitoMile Co.,Ltd.Retail

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue a total of 101,000 common shares as restricted stock compensation to directors of the Company and its subsidiaries. Of these, 52,000 shares will be granted without consideration to 6 directors of the Company, while 49,000 shares will be issued to 7 subsidiary directors in exchange for an in-kind contribution of monetary claims totaling ¥20,433,000.

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Neutral
Direction inferred from the company’s description.
Scale
101000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much

101,000 common shares of the Company (52,000 shares for directors of the Company and 49,000 shares for directors of the Company's subsidiaries)

6 of the Company's directors, excluding outside directors52,000 shares
7 directors of the Company's subsidiaries49,000 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.

¥417 per share
Total issue value

¥42,117,000 (¥21,684,000 for directors of the Company and ¥20,433,000 for directors of subsidiaries)

Amount of funds to be raised
Total amount payable: ¥20,433,000; estimated net proceeds: Not disclosed (the 52,000 shares for directors of the Company will be granted without consideration)
Total Stock-Based Compensation
Up to ¥80 million per year (the compensation limit for eligible directors). The monetary claims for the subsidiary directors in this issuance total ¥20,433,000.
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
50 years (14 August 2026 to 13 August 2076)
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiry of the restriction period, provided that the eligible directors and other recipients continuously hold a position as a director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, adviser, consultant, employee or other equivalent position of the Company or its subsidiaries during the restriction period. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the restrictions have not been lifted upon expiry of the restriction period or upon release of the restrictions. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 52,000 shares, Category Directors of subsidiaries of the Company / Number of Employees 7 / Number of allocated shares 49,000 shares
Intended allottee's holding policy
During the restriction period, transfers to third parties, the creation of security interests and any other disposal will be prohibited. The restriction period runs from 14 August 2026 to 13 August 2076.
Payment date
14 August 2026
Basis for determining the amount to be paid
Based on the closing price of ¥417 for the Company's common shares on the Tokyo Stock Exchange Standard Market on 16 July 2026. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The issuance has been considered and reported on by the Group Nomination and Compensation Advisory Committee. The compensation limit and other matters for eligible directors were approved at the annual general meeting of shareholders held on 24 June 2025.
Impact on Business Performance
No impact on business performance from this issuance of new shares is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of101,000 common shares of the Company (52,000 shares for directors of the Company and 49,000 shares for directors of the Company's subsidiaries)
Issue price and disposal price¥417 per share
Total issue value¥42,117,000 (¥21,684,000 for directors of the Company and ¥20,433,000 for directors of subsidiaries)
Amount of funds to be raisedTotal amount payable: ¥20,433,000; estimated net proceeds: Not disclosed (the 52,000 shares for directors of the Company will be granted without consideration)
Payment date14 August 2026
Intended allotteeName 6 of the Company's directors, excluding outside directors / Number of Shares 52,000 shares, Name 7 directors of the Company's subsidiaries / Number of Shares 49,000 shares
Intended allottee's holding policyDuring the restriction period, transfers to third parties, the creation of security interests and any other disposal will be prohibited. The restriction period runs from 14 August 2026 to 13 August 2076.
Basis for determining the amount to be paidBased on the closing price of ¥417 for the Company's common shares on the Tokyo Stock Exchange Standard Market on 16 July 2026. No discount or premium rate is stated.
Transfer restriction period50 years (14 August 2026 to 13 August 2076)
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiry of the restriction period, provided that the eligible directors and other recipients continuously hold a position as a director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, adviser, consultant, employee or other equivalent position of the Company or its subsidiaries during the restriction period. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the restrictions have not been lifted upon expiry of the restriction period or upon release of the restrictions. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 52,000 shares, Category Directors of subsidiaries of the Company / Number of Employees 7 / Number of allocated shares 49,000 shares
Total Stock-Based CompensationUp to ¥80 million per year (the compensation limit for eligible directors). The monetary claims for the subsidiary directors in this issuance total ¥20,433,000.
Procedures under the Corporate Code of ConductThe issuance has been considered and reported on by the Group Nomination and Compensation Advisory Committee. The compensation limit and other matters for eligible directors were approved at the annual general meeting of shareholders held on 24 June 2025.
Impact on Business PerformanceNo impact on business performance from this issuance of new shares is stated.
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.

To provide an incentive to achieve sustained growth in the Company's corporate value and promote the sharing of value with shareholders. The issuance is also intended to further increase the motivation of the eligible directors and other recipients.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | HitoMile Co.,Ltd. (7686) timely disclosure | Komori