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Share Issuance and Disposal8088IWATANI CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 39,000 treasury shares to 8 directors, excluding outside directors, as restricted stock compensation. The shares will be disposed of through an in-kind contribution of compensation claims totaling ¥72,442,500 and will be subject to a 30-year transfer restriction.

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Scale
39000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much39,000Shares

39,000 treasury shares

8 directors, excluding outside directors39,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,857.5 per share
Total issue value

¥72,442,500

Total Stock-Based Compensation
Total monetary compensation claims of ¥72,442,500
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
16 July 2026 to 15 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions at the Company or one of its subsidiaries during the transfer restriction period—director, executive officer who does not concurrently serve as a director, audit & supervisory board member, adviser, counsellor or another equivalent position—all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the recipient leaves the position upon expiry of the term of office, reaching retirement age, illness or medical treatment, or for other legitimate reasons such as caring for or raising a family member, the transfer restrictions will be lifted for the number of shares determined according to the period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiry of the transfer restriction period or the date on which the transfer restrictions are lifted.
Stock Split RatioFour-for-one stock split, effective 1 October 2024 (the number of shares under this plan is adjusted accordingly)
Categories and Number of Persons Covered
8 directors, excluding outside directors; 39,000 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 16 July 2026 to 15 July 2056.
Payment date
16 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 16 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,857.5. No discount or premium was 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 of39,000 treasury shares
Issue price and disposal price¥1,857.5 per share
Total issue value¥72,442,500
Payment date16 July 2026
Intended allotteeName 8 directors, excluding outside directors / Number of Shares 39,000 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 16 July 2026 to 15 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 16 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,857.5. No discount or premium was stated.
Transfer restriction period16 July 2026 to 15 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions at the Company or one of its subsidiaries during the transfer restriction period—director, executive officer who does not concurrently serve as a director, audit & supervisory board member, adviser, counsellor or another equivalent position—all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the recipient leaves the position upon expiry of the term of office, reaching retirement age, illness or medical treatment, or for other legitimate reasons such as caring for or raising a family member, the transfer restrictions will be lifted for the number of shares determined according to the period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiry of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered8 directors, excluding outside directors; 39,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥72,442,500
Stock Split RatioFour-for-one stock split, effective 1 October 2024 (the number of shares under this plan is adjusted accordingly)
Items this document does not state (13)
Amount of funds to be raisedEstimated 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.

The Company took into consideration its business performance, the scope of each eligible director’s responsibilities and other relevant factors, with the aim of providing eligible directors with long-term incentives, sharing shareholder value and further enhancing their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | IWATANI CORPORATION (8088) timely disclosure | Komori