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Share Issuance and Disposal8057UCHIDA YOKO CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 73,250 treasury shares it holds as stock compensation for directors and executive officers. The recipients are 6 directors and 20 executive officers, and the transfer restriction period is 30 years.

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Neutral
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Scale
73250
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much73,250Shares

73,250 common shares of the company (treasury shares)

6 directors of the company (excluding outside directors)46,001 shares
20 executive officers of the company27,249 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.

¥2,224 per share
Amount of funds to be raised

Total payment amount: ¥162,908,000 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary remuneration claims: ¥162,908,000. The annual limit on the total monetary remuneration claims included in remuneration and other compensation for directors is ¥150 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

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
30 years (30 September 2026 to 29 September 2056)
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares held at the end of the transfer restriction period will be lifted, subject to the recipient having continuously held the position of director or another specified position at the company during the transfer restriction period. If the recipient retires before the end of the period for certain specified reasons, the restrictions will be lifted immediately after retirement. In the event of a reorganization or similar transaction, the restrictions may be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions at the end of the transfer restriction period, the company will acquire all of them without consideration. If a specified reason for acquisition without consideration under the allocation agreement arises during the period, the company will likewise acquire the specified number of shares without consideration. In the event of a reorganization or similar transaction, the company will acquire without consideration all shares whose transfer restrictions have not been lifted as of the business day preceding the effective date.
Stock Split RatioOne share split into 5 shares; effective date: 21 January 2026
Categories and Number of Persons Covered
6 directors: 46,001 shares; 20 executive officers: 27,249 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, used to create security interests or otherwise disposed of. The transfer restriction period runs from 30 September 2026 to 29 September 2056.
Payment date
30 September 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 8 September 2026 was ¥2,224. No discount or premium applies.
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 of73,250 common shares of the company (treasury shares)
Issue price and disposal price¥2,224 per share
Amount of funds to be raisedTotal payment amount: ¥162,908,000 (estimated net proceeds: Not disclosed)
Payment date30 September 2026
Intended allotteeName 6 directors of the company (excluding outside directors) / Number of Shares 46,001 shares, Name 20 executive officers of the company / Number of Shares 27,249 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, used to create security interests or otherwise disposed of. The transfer restriction period runs from 30 September 2026 to 29 September 2056.
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 shares on the Tokyo Stock Exchange on 8 September 2026 was ¥2,224. No discount or premium applies.
Transfer restriction period30 years (30 September 2026 to 29 September 2056)
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares held at the end of the transfer restriction period will be lifted, subject to the recipient having continuously held the position of director or another specified position at the company during the transfer restriction period. If the recipient retires before the end of the period for certain specified reasons, the restrictions will be lifted immediately after retirement. In the event of a reorganization or similar transaction, the restrictions may be lifted immediately before the business day preceding the effective date.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions at the end of the transfer restriction period, the company will acquire all of them without consideration. If a specified reason for acquisition without consideration under the allocation agreement arises during the period, the company will likewise acquire the specified number of shares without consideration. In the event of a reorganization or similar transaction, the company will acquire without consideration all shares whose transfer restrictions have not been lifted as of the business day preceding the effective date.
Categories and Number of Persons Covered6 directors: 46,001 shares; 20 executive officers: 27,249 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥162,908,000. The annual limit on the total monetary remuneration claims included in remuneration and other compensation for directors is ¥150 million or less.
Stock Split RatioOne share split into 5 shares; effective date: 21 January 2026
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The transfer restriction period is set at 30 years in order to achieve the objectives of introducing the scheme for as long as possible.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | UCHIDA YOKO CO.,LTD. (8057) timely disclosure | Komori