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Share Issuance and Disposal7981TAKARA STANDARD 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 18,916 treasury shares to directors, executive officers and executive fellows as restricted stock compensation. The total disposal amount is ¥58,072,120, and the transfer restrictions will remain in place until each recipient ceases to hold the applicable position at the company.

Worth reading
56In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.03
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数18,916Shares

18,916 common shares of the company (treasury shares)

Intended allottee
Name Directors of the Company (excluding non-executive directors) / Number of Employees 3 / Number of Shares Number of shares allocated, Name Category / Number of Employees 18 / Number of Shares Number of shares allocated
¥3,070 per share
Total issue value

Total share-based compensation

Amount of funds to be raised
Total payment amount: ¥58,072,120; estimated net proceeds: Not disclosed (as the transaction is made through an in-kind contribution)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥58,072,120. Directors' compensation is capped at ¥400 million per year, including a maximum of ¥30 million for outside directors, and the total number of restricted shares allocated to eligible directors is capped at 50,000 shares.
発行済株式総数

0.03% (relative to the 63,361,494 shares issued as of 31 March 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 17 July 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer or executive fellow at the company
Conditions for lifting transfer restrictions
Provided that, from 17 July 2026 until the date of the first annual general meeting of shareholders held thereafter, the recipient continuously holds any of the positions of director, executive officer or executive fellow at the company, all of the allocated shares held at the end of the period will be released from the transfer restrictions. If the recipient ceases to hold the position for a justifiable reason, part of the restrictions will be released based on the number of months in office.
Reason for acquisition without consideration
If the recipient ceases to hold the applicable position without a justifiable reason before the day preceding the date of the first annual general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions at the end of the period. If any shares remain subject to transfer restrictions as of the business day preceding the effective date of a reorganization or other similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding non-executive directors) / Number of Employees 3 / Number of allocated shares Number of shares allocated, Category Category / Number of Employees 18 / Number of allocated shares Number of shares allocated
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The transfer restriction period runs from 17 July 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer or executive fellow at the company.
Payment date
17 July 2026
Basis for determining the amount to be paid
¥3,070, the closing price of the company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day immediately preceding the date of the board resolution. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the 152nd annual general meeting of shareholders held on 24 June 2026, approval was obtained for the introduction of the plan, the total amount of compensation receivables and the cap on the number of shares, the transfer restriction period and other matters.
Impact on Business Performance
No disclosure has been made regarding the impact on financial results: 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 of18,916 common shares of the company (treasury shares)
Issue price and disposal price¥3,070 per share
Total issue valueTotal share-based compensation
Amount of funds to be raisedTotal payment amount: ¥58,072,120; estimated net proceeds: Not disclosed (as the transaction is made through an in-kind contribution)
Payment date17 July 2026
Intended allotteeName Directors of the Company (excluding non-executive directors) / Number of Employees 3 / Number of Shares Number of shares allocated, Name Category / Number of Employees 18 / Number of Shares Number of shares allocated
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The transfer restriction period runs from 17 July 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer or executive fellow at the company.
Dilution Rate0.03% (relative to the 63,361,494 shares issued as of 31 March 2026)
Total number of issued shares63,361,494 shares → Not disclosed
Basis for determining the amount to be paid¥3,070, the closing price of the company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day immediately preceding the date of the board resolution. No discount or premium is stated.
Transfer restriction periodFrom 17 July 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer or executive fellow at the company
Conditions for lifting transfer restrictionsProvided that, from 17 July 2026 until the date of the first annual general meeting of shareholders held thereafter, the recipient continuously holds any of the positions of director, executive officer or executive fellow at the company, all of the allocated shares held at the end of the period will be released from the transfer restrictions. If the recipient ceases to hold the position for a justifiable reason, part of the restrictions will be released based on the number of months in office.
Reason for acquisition without considerationIf the recipient ceases to hold the applicable position without a justifiable reason before the day preceding the date of the first annual general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions at the end of the period. If any shares remain subject to transfer restrictions as of the business day preceding the effective date of a reorganization or other similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding non-executive directors) / Number of Employees 3 / Number of allocated shares Number of shares allocated, Category Category / Number of Employees 18 / Number of allocated shares Number of shares allocated
Total Stock-Based CompensationTotal monetary compensation receivables: ¥58,072,120. Directors' compensation is capped at ¥400 million per year, including a maximum of ¥30 million for outside directors, and the total number of restricted shares allocated to eligible directors is capped at 50,000 shares.
Procedures under the Corporate Code of ConductAt the 152nd annual general meeting of shareholders held on 24 June 2026, approval was obtained for the introduction of the plan, the total amount of compensation receivables and the cap on the number of shares, the transfer restriction period and other matters.
Impact on Business PerformanceNo disclosure has been made regarding the impact on financial results: Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 the recipients with an incentive to achieve sustained growth in corporate value and to further promote value sharing with shareholders. The company states that the dilution is immaterial in scale and reasonable in light of the purpose of the plan.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAKARA STANDARD CO.,LTD. (7981) timely disclosure | Komori