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Share Issuance and Disposal8043Starzen Company LimitedTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors, Executive Officers and Employees

Starzen resolved to dispose of 134,373 treasury shares as restricted stock compensation to a total of 96 directors, executive officers and employees. The total disposal price is ¥172,534,932, and the payment date is 14 August 2026.

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Scale
134373
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much134,373Shares

134,373 common shares of the Company (treasury shares)

The Company's directors5 / 47,973 shares
The Company's executive officers11 / 52,950 shares
Employees of the Company80 / 33,450 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.

¥1,284 per share
Total issue value

¥172,534,932

Amount of funds to be raised
Total payment amount: ¥172,534,932; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥172,534,932
Specific use of funds
Not applicable (contribution in kind of monetary compensation receivables from eligible recipients)
発行済株式総数

Not applicable (disposal of treasury shares only)

Not applicable (disposal of treasury shares only)

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
For directors and executive officers: from 14 August 2026 through 13 August 2056 (30 years). For employees: from 14 August 2026 through the date on which the recipient ceases to be an employee of the Company.
Conditions for lifting transfer restrictions
Subject to conditions including the eligible director or executive officer continuously holding a position as a director, executive officer or equivalent officer of the Company throughout the restriction period, and the eligible employee continuously holding a position as an employee or equivalent of the Company throughout the restriction period, all shares held will be released from the restrictions upon expiration of the restriction period.
Reason for acquisition without consideration
If, during the restriction period, an eligible director or executive officer resigns from the applicable position, or an eligible employee ceases to hold the position of employee or equivalent, the Company will acquire the shares without consideration, except where the reason is death, expiration of the term of office, appointment as an officer, mandatory retirement or another reason deemed legitimate by the Board of Directors. Shares for which the restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons Covered
Category Directors / Number of Employees 5 / Number of allocated shares 47,973 shares, Category Executive officers / Number of Employees 11 / Number of allocated shares 52,950 shares, Category Employees / Number of Employees 80 / Number of allocated shares 33,450 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. They will be held and maintained in a designated account until the restrictions are lifted.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 13 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,284. No discount or premium was applied.
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 of134,373 common shares of the Company (treasury shares)
Issue price and disposal price¥1,284 per share
Total issue value¥172,534,932
Amount of funds to be raisedTotal payment amount: ¥172,534,932; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (contribution in kind of monetary compensation receivables from eligible recipients)
Payment date14 August 2026
Intended allotteeCategory The Company's directors / Number of Employees 5 / Number of Shares 47,973 shares, Category The Company's executive officers / Number of Employees 11 / Number of Shares 52,950 shares, Category Employees of the Company / Number of Employees 80 / Number of Shares 33,450 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. They will be held and maintained in a designated account until the restrictions are lifted.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 13 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,284. No discount or premium was applied.
Transfer restriction periodFor directors and executive officers: from 14 August 2026 through 13 August 2056 (30 years). For employees: from 14 August 2026 through the date on which the recipient ceases to be an employee of the Company.
Conditions for lifting transfer restrictionsSubject to conditions including the eligible director or executive officer continuously holding a position as a director, executive officer or equivalent officer of the Company throughout the restriction period, and the eligible employee continuously holding a position as an employee or equivalent of the Company throughout the restriction period, all shares held will be released from the restrictions upon expiration of the restriction period.
Reason for acquisition without considerationIf, during the restriction period, an eligible director or executive officer resigns from the applicable position, or an eligible employee ceases to hold the position of employee or equivalent, the Company will acquire the shares without consideration, except where the reason is death, expiration of the term of office, appointment as an officer, mandatory retirement or another reason deemed legitimate by the Board of Directors. Shares for which the restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons CoveredCategory Directors / Number of Employees 5 / Number of allocated shares 47,973 shares, Category Executive officers / Number of Employees 11 / Number of allocated shares 52,950 shares, Category Employees / Number of Employees 80 / Number of allocated shares 33,450 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥172,534,932
Items this document does not state (11)
Estimated issuance expensesExercise 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.

The purpose is to provide incentives for the sustained enhancement of corporate value, share value with shareholders, and further motivate each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors, Executive Officers and Employees | Starzen Company Limited (8043) timely disclosure | Komori