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Share Issuance and Disposal8085NARASAKI SANGYO CO.,LTD.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to dispose of 28,700 treasury shares as restricted stock by making monetary compensation claims in kind as a contribution for 6 directors and 7 executive officers. The disposal price is ¥4,130 per share, for a total disposal price of ¥118,531,000.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much28,700Shares

28,700 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)6 / 19,100 shares
The Company's executive officers7 / 9,600 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.

¥4,130 per share
Total issue value

¥118,531,000

Amount of funds to be raised
Total payment amount: ¥118,531,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥118,531,000. The annual limit for monetary compensation claims granted to directors is ¥100 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 14 August 2026, the payment date, until the date on which the recipients cease to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director or executive officer of the Company from 14 August 2026 until 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 upon expiration of the restriction period. If the recipient ceases to hold the position due to death, expiration of the term of office, or any other reason deemed justifiable by the Board of Directors, the restrictions will be released for the number of shares corresponding to the prescribed period of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or another prescribed time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 19,100 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 9,600 shares
Intended allottee's holding policy
From 14 August 2026 until the date on which they cease to hold either the position of director or executive officer of the Company, the recipients may not transfer, create security interests over, or otherwise dispose of the shares.
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 preceding the date of the Board of Directors' resolution, was ¥4,130. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 82nd Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for the payment of monetary compensation claims and the transfer restriction period under this plan.
Impact on Business Performance
No impact of this disposal of treasury shares on results for the fiscal year ending March 2027 is stated.
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 of28,700 common shares of the Company (treasury shares)
Issue price and disposal price¥4,130 per share
Total issue value¥118,531,000
Amount of funds to be raisedTotal payment amount: ¥118,531,000; estimated net proceeds: Not disclosed
Payment date14 August 2026
Intended allotteeName Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 6 / Number of Shares 19,100 shares, Name The Company's executive officers / Number of Employees 7 / Number of Shares 9,600 shares
Intended allottee's holding policyFrom 14 August 2026 until the date on which they cease to hold either the position of director or executive officer of the Company, the recipients may not transfer, create security interests over, or otherwise dispose of the shares.
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 preceding the date of the Board of Directors' resolution, was ¥4,130. No discount or premium rate is stated.
Transfer restriction periodFrom 14 August 2026, the payment date, until the date on which the recipients cease to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director or executive officer of the Company from 14 August 2026 until 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 upon expiration of the restriction period. If the recipient ceases to hold the position due to death, expiration of the term of office, or any other reason deemed justifiable by the Board of Directors, the restrictions will be released for the number of shares corresponding to the prescribed period of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or another prescribed time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 19,100 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 9,600 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥118,531,000. The annual limit for monetary compensation claims granted to directors is ¥100 million or less.
Procedures under the Corporate Code of ConductAt the 82nd Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for the payment of monetary compensation claims and the transfer restriction period under this plan.
Impact on Business PerformanceNo impact of this disposal of treasury shares on results for the fiscal year ending March 2027 is stated.
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 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 provide incentives for the sustainable enhancement of corporate value and shareholder value over the medium to long term and to promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | NARASAKI SANGYO CO.,LTD. (8085) timely disclosure | Komori