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Share Issuance and Disposal7921TAKARA & COMPANY LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 2,300 of its treasury shares to 6 directors and subsidiary presidents as restricted stock compensation. The shares will be subject to a 20-year transfer restriction and will be allotted through an in-kind contribution of monetary compensation claims.

Worth reading
46Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
2300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,300Shares

2,300 common shares (treasury shares)

Directors (excluding part-time and outside directors)3 / 1,300 shares
Directors of 宝印刷株式会社1 / 400 shares
Presidents and representative directors of 株式会社サイマル・インターナショナル and 株式会社十印2 / 600 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.

¥4,310 per share
Total issue value

¥9,913,000

Amount of funds to be raised
Total payment amount: ¥9,913,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥9,913,000, including ¥5,603,000 for the 3 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
25 September 2026 to 24 September 2046 (20 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds one of the following positions at the company or one of its subsidiaries during the transfer restriction period: director, corporate auditor, employee, adviser, consultant or an equivalent position. If the recipient leaves office or retires upon expiration of the term of office, mandatory retirement or other legitimate grounds, the restrictions will be lifted in proportion to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
The company will automatically acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or upon the recipient's departure from office or retirement during that period. The company will also acquire without consideration any shares for which the transfer restrictions are not lifted as a result of a corporate reorganization or other similar event.
Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd. (management of dedicated accounts)
Categories and Number of Persons Covered
3 directors, 1 director of 宝印刷株式会社, and 2 presidents and representative directors of 株式会社サイマル・インターナショナル and 株式会社十印, for a total of 6 recipients and 2,300 shares
Payment date
25 September 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 27 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,310. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The disclosure states that the matter was referred to the Nomination and Compensation Committee. Obtaining an independent third-party opinion and confirming shareholder intent: 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 of2,300 common shares (treasury shares)
Issue price and disposal price¥4,310 per share
Total issue value¥9,913,000
Amount of funds to be raisedTotal payment amount: ¥9,913,000; estimated net proceeds: Not disclosed
Payment date25 September 2026
Intended allotteeName Directors (excluding part-time and outside directors) / Number of Employees 3 / Number of Shares 1,300 shares, Name Directors of 宝印刷株式会社 / Number of Employees 1 / Number of Shares 400 shares, Name Presidents and representative directors of 株式会社サイマル・インターナショナル and 株式会社十印 / Number of Employees 2 / Number of Shares 600 shares
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 27 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,310. No discount or premium was stated.
Transfer restriction period25 September 2026 to 24 September 2046 (20 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds one of the following positions at the company or one of its subsidiaries during the transfer restriction period: director, corporate auditor, employee, adviser, consultant or an equivalent position. If the recipient leaves office or retires upon expiration of the term of office, mandatory retirement or other legitimate grounds, the restrictions will be lifted in proportion to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationThe company will automatically acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or upon the recipient's departure from office or retirement during that period. The company will also acquire without consideration any shares for which the transfer restrictions are not lifted as a result of a corporate reorganization or other similar event.
Categories and Number of Persons Covered3 directors, 1 director of 宝印刷株式会社, and 2 presidents and representative directors of 株式会社サイマル・インターナショナル and 株式会社十印, for a total of 6 recipients and 2,300 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥9,913,000, including ¥5,603,000 for the 3 eligible directors
Underwriter / lead underwriterNomura Securities Co., Ltd. (management of dedicated accounts)
Procedures under the Corporate Code of ConductThe disclosure states that the matter was referred to the Nomination and Compensation Committee. Obtaining an independent third-party opinion and confirming shareholder intent: Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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 further enhance the motivation of the eligible directors and other recipients and to foster the sharing of shareholder value over the long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAKARA & COMPANY LTD. (7921) timely disclosure | Komori