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Share Issuance and Disposal8076CANOX CORPORATIONTrading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers

The Company has decided to dispose of 8,400 treasury shares as restricted stock compensation to 7 directors and 1 executive officer. The disposal price is ¥1,982 per share, for a total of ¥16,648,800.

Worth reading
37Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
8400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

8,400 common shares (7,400 shares for 7 directors and 1,000 shares for 1 executive officer)

7 of the Company's directors (excluding Directors who are Audit and Supervisory Committee Members)7,400 shares
1 of the Company's executive officers1,000 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.

¥1,982 per share
Total issue value

¥16,648,800

Total Stock-Based Compensation
Monetary compensation claims totaling ¥16,648,800 (the portion for directors and the portion for executive officers)
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 22 July 2026 until the date on which the recipient ceases to serve or be employed as a director or executive officer of the Company. However, if the date of such departure is on or before 30 June 2027, the period will run until 1 July 2027.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as either a director or executive officer of the Company from 22 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the shares granted will be released from the transfer restrictions when the restriction period expires. If the recipient loses the position, part of the restrictions will be lifted in proportion to the number of months in office. In the event of death or any other reason deemed justifiable by the Board of Directors, all restrictions will be lifted.
Reason for acquisition without consideration
If the recipient ceases to serve or be employed during the restriction period for a reason other than the expiration of the term of office, mandatory retirement or another legitimate reason, the Company will acquire the shares without consideration. The Company may also acquire all or part of the shares without consideration if the recipient falls under a violation of laws or regulations or any other circumstance prescribed by the Board of Directors. Shares for which the transfer restrictions have not been lifted as a result of a corporate reorganization or other event will also be acquired without consideration.
Categories and Number of Persons Covered
7 of the Company's directors (excluding Directors who are Audit and Supervisory Committee Members), 7,400 shares; 1 of the Company's executive officers, 1,000 shares
Intended allottee's holding policy
Until the restrictions on transfer are lifted, the shares may not be transferred, pledged or otherwise disposed of, and must be held and maintained in a designated account.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, which was ¥1,982. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the 98th Annual General Meeting of Shareholders held on 23 June 2026, approval was obtained for the restricted stock compensation plan and the related compensation limits. The matter was deliberated by the Nomination and Compensation Committee and resolved by the Board of Directors.
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 of8,400 common shares (7,400 shares for 7 directors and 1,000 shares for 1 executive officer)
Issue price and disposal price¥1,982 per share
Total issue value¥16,648,800
Payment date22 July 2026
Intended allotteeName 7 of the Company's directors (excluding Directors who are Audit and Supervisory Committee Members) / Number of Shares 7,400 shares, Name 1 of the Company's executive officers / Number of Shares 1,000 shares
Intended allottee's holding policyUntil the restrictions on transfer are lifted, the shares may not be transferred, pledged or otherwise disposed of, and must be held and maintained in a designated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, which was ¥1,982. No discount or premium rate was disclosed.
Transfer restriction periodFrom 22 July 2026 until the date on which the recipient ceases to serve or be employed as a director or executive officer of the Company. However, if the date of such departure is on or before 30 June 2027, the period will run until 1 July 2027.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as either a director or executive officer of the Company from 22 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the shares granted will be released from the transfer restrictions when the restriction period expires. If the recipient loses the position, part of the restrictions will be lifted in proportion to the number of months in office. In the event of death or any other reason deemed justifiable by the Board of Directors, all restrictions will be lifted.
Reason for acquisition without considerationIf the recipient ceases to serve or be employed during the restriction period for a reason other than the expiration of the term of office, mandatory retirement or another legitimate reason, the Company will acquire the shares without consideration. The Company may also acquire all or part of the shares without consideration if the recipient falls under a violation of laws or regulations or any other circumstance prescribed by the Board of Directors. Shares for which the transfer restrictions have not been lifted as a result of a corporate reorganization or other event will also be acquired without consideration.
Categories and Number of Persons Covered7 of the Company's directors (excluding Directors who are Audit and Supervisory Committee Members), 7,400 shares; 1 of the Company's executive officers, 1,000 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥16,648,800 (the portion for directors and the portion for executive officers)
Procedures under the Corporate Code of ConductAt the 98th Annual General Meeting of Shareholders held on 23 June 2026, approval was obtained for the restricted stock compensation plan and the related compensation limits. The matter was deliberated by the Nomination and Compensation Committee and resolved by the Board of Directors.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 for the sustainable enhancement of corporate value and further promote value sharing with shareholders. In granting the shares, the Company considered the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible recipient and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers | CANOX CORPORATION (8076) timely disclosure | Komori