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Share Issuance and Disposal8078HANWA CO.,LTD.Trading & Wholesale

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

The Company resolved to dispose of 91,384 treasury shares as restricted stock compensation for 6 directors and 18 executive officers. The disposal price is ¥1,674 per share, and the payment date is 22 July 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

91,384 common shares of the Company (32,254 shares for 6 executive directors and 59,130 shares for 18 executive officers)

Executive directors of the Company6 / 32,254 shares
The Company's executive officers18 / 59,130 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.

¥1,674 per share
Total issue value

¥152,976,816

Amount of funds to be raised
Total payment amount: ¥152,976,816; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥152,976,816. The annual compensation limit for the directors covered by the plan is ¥150 million or less.
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, the payment date, until the date on which the recipient ceases to hold the position of director or executive officer (in certain cases, until 1 July 2027 or the first day of the following month)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director or executive officer from 22 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient retires or otherwise ceases to hold the position during the service period, the restrictions will be released in proportion to the number of months in office. In the event of death or another reason deemed valid by the Board of Directors, all of the restrictions will be released.
Reason for acquisition without consideration
The Company will acquire without consideration any shares that remain subject to transfer restrictions when the transfer restriction period expires or at another time specified in the agreement. The Company may also acquire shares without consideration in connection with a corporate reorganization or other similar event, subject to the applicable conditions.
Stock Split Ratio5 shares for each share, implemented on 1 April 2026
Categories and Number of Persons Covered
6 executive directors, 32,254 shares; 18 executive officers, 59,130 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from the payment date until the date on which the recipient ceases to hold the position of director or executive officer.
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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,674. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was reviewed by the Compensation Committee, a majority of whose members are outside directors who are independent officers.
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 of91,384 common shares of the Company (32,254 shares for 6 executive directors and 59,130 shares for 18 executive officers)
Issue price and disposal price¥1,674 per share
Total issue value¥152,976,816
Amount of funds to be raisedTotal payment amount: ¥152,976,816; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeName Executive directors of the Company / Number of Employees 6 / Number of Shares 32,254 shares, Name The Company's executive officers / Number of Employees 18 / Number of Shares 59,130 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from the payment date until the date on which the recipient ceases to hold the position of director or executive officer.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,674. No discount or premium rate was stated.
Transfer restriction periodFrom 22 July 2026, the payment date, until the date on which the recipient ceases to hold the position of director or executive officer (in certain cases, until 1 July 2027 or the first day of the following month)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director or executive officer from 22 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient retires or otherwise ceases to hold the position during the service period, the restrictions will be released in proportion to the number of months in office. In the event of death or another reason deemed valid by the Board of Directors, all of the restrictions will be released.
Reason for acquisition without considerationThe Company will acquire without consideration any shares that remain subject to transfer restrictions when the transfer restriction period expires or at another time specified in the agreement. The Company may also acquire shares without consideration in connection with a corporate reorganization or other similar event, subject to the applicable conditions.
Categories and Number of Persons Covered6 executive directors, 32,254 shares; 18 executive officers, 59,130 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥152,976,816. The annual compensation limit for the directors covered by the plan is ¥150 million or less.
Stock Split Ratio5 shares for each share, implemented on 1 April 2026
Procedures under the Corporate Code of ConductThe matter was reviewed by the Compensation Committee, a majority of whose members are outside directors who are independent officers.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 promote value sharing between the directors and shareholders. The Company also considered the purpose of the plan, the Company's performance and the scope of responsibilities of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | HANWA CO.,LTD. (8078) timely disclosure | Komori