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Share Issuance and Disposal8018SANKYO SEIKO CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 87,876 treasury shares as restricted stock compensation to 45 directors and managerial employees of the Company and directors and managerial employees of its subsidiaries. The disposal price is ¥876 per share, for a total disposal amount of ¥76,979,376.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much87,876Shares

87,876 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)3 / 23,971 shares
Managerial employees of the Company20 / 37,663 shares
Directors of the Company's subsidiaries2 / 9,132 shares
Managerial employees of the Company's subsidiaries20 / 17,110 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.

¥876 per share
Total issue value

¥76,979,376

Amount of funds to be raised
The total monetary receivables of ¥76,979,376 will constitute property contributed in kind. The estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary receivables of ¥76,979,376. The annual compensation limit for eligible directors is ¥50 million or less.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.

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 immediately after the eligible recipient retires or resigns from the specified position or employment with the Company or any of its subsidiaries.
Conditions for lifting transfer restrictions
Provided that the eligible directors and other recipients continuously hold the specified position throughout the applicable service period, all transfer restrictions will be lifted upon expiry of the restriction period. For directors of the Company and its subsidiaries, the service period runs from the date on which duties commence until immediately before the conclusion of the first ordinary general meeting of shareholders thereafter. For managerial employees of the Company, it runs from 1 July 2026 through 30 June 2027. For managerial employees of subsidiaries, it runs from 1 April 2026 through 31 March 2027.
Reason for acquisition without consideration
If, during the restriction period, a recipient engages in an act violating laws or regulations or otherwise meets any of the conditions specified in the relevant allocation agreement, the Company will acquire all of the allocated shares held by that recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiry or release of the restriction period.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 23,971 shares, Category Managerial employees of the Company / Number of Employees 20 / Number of allocated shares 37,663 shares, Category Directors of the Company's subsidiaries / Number of Employees 2 / Number of allocated shares 9,132 shares, Category Managerial employees of the Company's subsidiaries / Number of Employees 20 / Number of allocated shares 17,110 shares
Intended allottee's holding policy
During the restriction period, transfers to third parties, the creation of security interests and any other disposition are prohibited. The shares will be managed in dedicated accounts.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥876. No discount or premium is stated.
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 of87,876 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥876 per share
Total issue value¥76,979,376
Amount of funds to be raisedThe total monetary receivables of ¥76,979,376 will constitute property contributed in kind. The estimated net proceeds are Not disclosed
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 23,971 shares, Category Managerial employees of the Company / Number of Employees 20 / Number of Shares 37,663 shares, Category Directors of the Company's subsidiaries / Number of Employees 2 / Number of Shares 9,132 shares, Category Managerial employees of the Company's subsidiaries / Number of Employees 20 / Number of Shares 17,110 shares
Intended allottee's holding policyDuring the restriction period, transfers to third parties, the creation of security interests and any other disposition are prohibited. The shares will be managed in dedicated accounts.
Dilution RateAs this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥876. No discount or premium is stated.
Transfer restriction periodFrom 17 July 2026 until immediately after the eligible recipient retires or resigns from the specified position or employment with the Company or any of its subsidiaries.
Conditions for lifting transfer restrictionsProvided that the eligible directors and other recipients continuously hold the specified position throughout the applicable service period, all transfer restrictions will be lifted upon expiry of the restriction period. For directors of the Company and its subsidiaries, the service period runs from the date on which duties commence until immediately before the conclusion of the first ordinary general meeting of shareholders thereafter. For managerial employees of the Company, it runs from 1 July 2026 through 30 June 2027. For managerial employees of subsidiaries, it runs from 1 April 2026 through 31 March 2027.
Reason for acquisition without considerationIf, during the restriction period, a recipient engages in an act violating laws or regulations or otherwise meets any of the conditions specified in the relevant allocation agreement, the Company will acquire all of the allocated shares held by that recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiry or release of the restriction period.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 23,971 shares, Category Managerial employees of the Company / Number of Employees 20 / Number of allocated shares 37,663 shares, Category Directors of the Company's subsidiaries / Number of Employees 2 / Number of allocated shares 9,132 shares, Category Managerial employees of the Company's subsidiaries / Number of Employees 20 / Number of allocated shares 17,110 shares
Total Stock-Based CompensationTotal monetary receivables of ¥76,979,376. The annual compensation limit for eligible directors is ¥50 million or less.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide incentives for the sustained enhancement of corporate value and an increase in the share price, promote the sharing of value with shareholders, and further motivate the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SANKYO SEIKO CO.,LTD. (8018) timely disclosure | Komori