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Share Issuance and Disposal8059DAIICHI JITSUGYO CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 23,400 treasury shares as restricted stock compensation to 15 directors and executive officers. The shares may not, in principle, be transferred for 30 years, and the restrictions will be lifted in accordance with certain reasons for retirement from office and other applicable conditions.

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Direction
Neutral
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Scale
23400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much23,400Shares

23,400 common shares of the Company (treasury shares)

Directors (excluding directors who are Audit and Supervisory Committee members)9 / 18,900 shares
Directors serving as Audit and Supervisory Committee members3 / 1,200 shares
Executive officers who do not concurrently serve as directors3 / 3,300 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.

¥2,941 per share
Total issue value

¥68,819,400

Amount of funds to be raised
Total payment amount: ¥68,819,400; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥68,619,400. The annual compensation limits are ¥100 million for directors, excluding Directors who are Audit & Supervisory Committee Members (of which no more than ¥10 million may be allocated to outside directors), and ¥10 million for Directors who are Audit & Supervisory Committee Members.
発行済株式総数

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

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 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director of the Company or executive officer who does not concurrently serve as a director during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If the recipient retires from office upon expiration of the term or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the recipient’s months of service will be lifted immediately after retirement.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or upon the lifting of restrictions at the time of retirement or otherwise.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 9 / Number of allocated shares 18,900 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 1,200 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of allocated shares 3,300 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients will be prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way. The transfer restriction period will run from 24 July 2026 to 23 July 2056.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,941. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The matter was submitted for consultation to the Governance 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 of23,400 common shares of the Company (treasury shares)
Issue price and disposal price¥2,941 per share
Total issue value¥68,819,400
Amount of funds to be raisedTotal payment amount: ¥68,819,400; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 9 / Number of Shares 18,900 shares, Name Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 1,200 shares, Name Executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of Shares 3,300 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients will be prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way. The transfer restriction period will run from 24 July 2026 to 23 July 2056.
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 shares on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,941. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 24 July 2026 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director of the Company or executive officer who does not concurrently serve as a director during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If the recipient retires from office upon expiration of the term or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the recipient’s months of service will be lifted immediately after retirement.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or upon the lifting of restrictions at the time of retirement or otherwise.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 9 / Number of allocated shares 18,900 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 1,200 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of allocated shares 3,300 shares
Total Stock-Based CompensationTotal monetary claims: ¥68,619,400. The annual compensation limits are ¥100 million for directors, excluding Directors who are Audit & Supervisory Committee Members (of which no more than ¥10 million may be allocated to outside directors), and ¥10 million for Directors who are Audit & Supervisory Committee Members.
Procedures under the Corporate Code of ConductThe matter was submitted for consultation to the Governance Committee.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 raise awareness of contributing to the sustained improvement of the Group’s corporate value over the medium to long term, provide incentives to prevent damage to corporate value and maintain credibility, promote value sharing with shareholders, and further enhance the motivation of the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DAIICHI JITSUGYO CO.,LTD. (8059) timely disclosure | Komori