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Share Issuance and Disposal7840FRANCE BED HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 4,300 treasury shares to 3 directors of the Company and its subsidiary as restricted stock compensation. The shares will be subject to transfer restrictions conditional on continued service for a specified period, among other conditions.

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Direction
Neutral
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Scale
4300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,300Shares

4,300 treasury shares

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)1 / 1,900 shares
Directors of the Company's subsidiaries2 / 2,400 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.

¥1,226 per share
Total issue value

¥5,271,800

Total Stock-Based Compensation
Monetary compensation receivables of ¥5,271,800 (including ¥2,329,400 and 1,900 shares for the eligible directors)
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 22 July 2026 until the later of the point immediately after the recipient retires from all positions as a director, Audit & Supervisory Board member or adviser of the Company or its subsidiary, or 1 July 2027.
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director of the Company or its subsidiary from the date on which the recipient begins performing duties until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. If the recipient retires upon expiration of the term of office, reaching mandatory retirement age or for another legitimate reason, all or part of the transfer restrictions will be lifted in accordance with the prescribed calculation method.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under certain circumstances stipulated in the relevant allocation agreement; if any shares remain subject to transfer restrictions; or if any shares remain subject to transfer restrictions following a corporate reorganization or other similar event.
Categories and Number of Persons Covered
1 director of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members), 1,900 shares; 2 directors of the Company's subsidiary, 2,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 26 June 2026, ¥1,226. The amount was determined based on the closing price on the business day preceding the date of the Board of Directors' resolution and is not a particularly favorable price. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The matter was submitted 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 of4,300 treasury shares
Issue price and disposal price¥1,226 per share
Total issue value¥5,271,800
Payment date22 July 2026
Intended allotteeName Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 1 / Number of Shares 1,900 shares, Name Directors of the Company's subsidiaries / Number of Employees 2 / Number of Shares 2,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares 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 Prime Market on 26 June 2026, ¥1,226. The amount was determined based on the closing price on the business day preceding the date of the Board of Directors' resolution and is not a particularly favorable price. No discount or premium rate is stated.
Transfer restriction periodFrom 22 July 2026 until the later of the point immediately after the recipient retires from all positions as a director, Audit & Supervisory Board member or adviser of the Company or its subsidiary, or 1 July 2027.
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director of the Company or its subsidiary from the date on which the recipient begins performing duties until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. If the recipient retires upon expiration of the term of office, reaching mandatory retirement age or for another legitimate reason, all or part of the transfer restrictions will be lifted in accordance with the prescribed calculation method.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under certain circumstances stipulated in the relevant allocation agreement; if any shares remain subject to transfer restrictions; or if any shares remain subject to transfer restrictions following a corporate reorganization or other similar event.
Categories and Number of Persons Covered1 director of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members), 1,900 shares; 2 directors of the Company's subsidiary, 2,400 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥5,271,800 (including ¥2,329,400 and 1,900 shares for the eligible directors)
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Committee for consultation.
Items this document does not state (14)
Amount of funds to be raisedEstimated 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 encourage the recipients to contribute to the sustained enhancement of the Company's corporate value by holding the restricted stock until they retire or leave their positions, thereby achieving long-term sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FRANCE BED HOLDINGS CO.,LTD. (7840) timely disclosure | Komori