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Share Issuance and Disposal8030Chuo Gyorui Co.,Ltd.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,683 treasury shares to 26 eligible directors and other eligible recipients as restricted stock compensation. The total disposal value is ¥29,999,765, and payment will be made through an in-kind contribution of monetary compensation receivables.

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8683
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,683Shares

8,683 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)3 / 2,151 shares
The Company's executive officers who do not concurrently serve as directors1 / 486 shares
Directors of the Company's subsidiaries (excluding non-executive directors)15 / 4,505 shares
Executive officers who do not concurrently serve as directors of the Company's subsidiaries7 / 1,541 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.

¥3,455 per share
Total issue value

¥29,999,765

Amount of funds to be raised
As the full amount of these monetary compensation receivables will be contributed in kind, the total payment amount is ¥29,999,765 and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥29,999,765. The annual cap on total compensation for eligible directors is ¥20 million.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

As this is a disposal of treasury shares, the dilution rate resulting from an increase in the total number of issued shares is Not disclosed

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 24 July 2026 until immediately after the eligible individual ceases to hold the position of director or executive officer who does not concurrently serve as a director of the Company or one of its subsidiaries, or retires from such position
Conditions for lifting transfer restrictions
Provided that the eligible individual continuously holds the position of director or executive officer who does not concurrently serve as a director of the Company or one of its subsidiaries throughout the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the individual ceases to hold office or retires for reasons such as expiration of the term of office, reaching the retirement age, or other legitimate reasons, the transfer restrictions on the number of shares corresponding to the period in office or employment will be lifted immediately after the individual ceases to hold office or retires.
Reason for acquisition without consideration
If, during the transfer restriction period, the eligible individual engages in an act that violates laws or regulations or falls under any other specified event set forth in the relevant allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares whose transfer restrictions are not lifted upon expiration of the transfer restriction period or upon the lifting of the transfer restrictions.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 2,151 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of allocated shares 486 shares, Category Directors of the Company's subsidiaries (excluding non-executive directors) / Number of Employees 15 / Number of allocated shares 4,505 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 7 / Number of allocated shares 1,541 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
24 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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,455. The Company explained that this did not constitute a particularly favorable price.
Procedures under the Corporate Code of Conduct
At the 79th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the total amount of compensation and other payments, the total number of shares, and the transfer restriction period for eligible directors under this plan. The matter was also referred to the Nomination and Compensation Committee.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is 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 of8,683 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,455 per share
Total issue value¥29,999,765
Amount of funds to be raisedAs the full amount of these monetary compensation receivables will be contributed in kind, the total payment amount is ¥29,999,765 and the estimated net proceeds are Not disclosed
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 2,151 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of Shares 486 shares, Category Directors of the Company's subsidiaries (excluding non-executive directors) / Number of Employees 15 / Number of Shares 4,505 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 7 / Number of Shares 1,541 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Dilution RateAs this is a disposal of treasury shares, the dilution rate resulting from an increase in the total number of issued shares is Not disclosed
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,455. The Company explained that this did not constitute a particularly favorable price.
Transfer restriction periodFrom 24 July 2026 until immediately after the eligible individual ceases to hold the position of director or executive officer who does not concurrently serve as a director of the Company or one of its subsidiaries, or retires from such position
Conditions for lifting transfer restrictionsProvided that the eligible individual continuously holds the position of director or executive officer who does not concurrently serve as a director of the Company or one of its subsidiaries throughout the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the individual ceases to hold office or retires for reasons such as expiration of the term of office, reaching the retirement age, or other legitimate reasons, the transfer restrictions on the number of shares corresponding to the period in office or employment will be lifted immediately after the individual ceases to hold office or retires.
Reason for acquisition without considerationIf, during the transfer restriction period, the eligible individual engages in an act that violates laws or regulations or falls under any other specified event set forth in the relevant allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares whose transfer restrictions are not lifted upon expiration of the transfer restriction period or upon the lifting of the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 2,151 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of allocated shares 486 shares, Category Directors of the Company's subsidiaries (excluding non-executive directors) / Number of Employees 15 / Number of allocated shares 4,505 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 7 / Number of allocated shares 1,541 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥29,999,765. The annual cap on total compensation for eligible directors is ¥20 million.
Procedures under the Corporate Code of ConductAt the 79th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the total amount of compensation and other payments, the total number of shares, and the transfer restriction period for eligible directors under this plan. The matter was also referred to the Nomination and Compensation Committee.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is 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 eligible directors and other eligible recipients with an incentive to pursue sustained growth in the Company's corporate value, promote greater value sharing with shareholders, and further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Chuo Gyorui Co.,Ltd. (8030) timely disclosure | Komori