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Share Issuance and Disposal8097SAN-AI OBBLI CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 6,602 treasury shares it holds to 4 directors and 5 executive officers as restricted stock compensation. The total disposal price is ¥13,738,762, and the shares will be subject to a 30-year transfer restriction.

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6602
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,602Shares

6,602 common shares of the Company (treasury shares)

Directors (excluding the representative director and chairman and outside directors)4 / 4,052 shares
Executive officers who do not concurrently serve as directors5 / 2,550 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.

¥2,081 per share
Total issue value

¥13,738,762

Amount of funds to be raised
Total amount paid: ¥13,738,762; approximate net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables under the system)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥13,738,762
発行済株式総数

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

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
23 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, an executive officer who does not concurrently serve as a director, a corporate auditor, an employee, a full-time adviser, a counsellor or another equivalent position at the Company or one of its subsidiaries during the transfer restriction period, all restrictions will be lifted upon expiry of the period. If the recipient leaves office or employment due to the expiry of a term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted on the number of shares obtained by multiplying the shares held by the ratio corresponding to the period in office or employment.
Reason for acquisition without consideration
If the recipient violates laws or regulations during the transfer restriction period or falls under certain other events specified in the restricted stock allotment agreement. In addition, if any shares remain subject to transfer restrictions when the transfer restriction period expires or the restrictions are lifted.
Categories and Number of Persons Covered
Directors (excluding the representative director and chairman and outside directors): 4 people, 4,052 shares; executive officers who do not concurrently serve as directors: 5 people, 2,550 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The restriction period runs from 23 July 2026 to 22 July 2056.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,081. No discount or premium rate 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 of6,602 common shares of the Company (treasury shares)
Issue price and disposal price¥2,081 per share
Total issue value¥13,738,762
Amount of funds to be raisedTotal amount paid: ¥13,738,762; approximate net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables under the system)
Payment date23 July 2026
Intended allotteeCategory Directors (excluding the representative director and chairman and outside directors) / Number of Employees 4 / Number of Shares 4,052 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of Shares 2,550 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The restriction period runs from 23 July 2026 to 22 July 2056.
Dilution RateNot applicable (disposal of treasury shares)
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 Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,081. No discount or premium rate is stated.
Transfer restriction period23 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, an executive officer who does not concurrently serve as a director, a corporate auditor, an employee, a full-time adviser, a counsellor or another equivalent position at the Company or one of its subsidiaries during the transfer restriction period, all restrictions will be lifted upon expiry of the period. If the recipient leaves office or employment due to the expiry of a term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted on the number of shares obtained by multiplying the shares held by the ratio corresponding to the period in office or employment.
Reason for acquisition without considerationIf the recipient violates laws or regulations during the transfer restriction period or falls under certain other events specified in the restricted stock allotment agreement. In addition, if any shares remain subject to transfer restrictions when the transfer restriction period expires or the restrictions are lifted.
Categories and Number of Persons CoveredDirectors (excluding the representative director and chairman and outside directors): 4 people, 4,052 shares; executive officers who do not concurrently serve as directors: 5 people, 2,550 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥13,738,762
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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.

To provide the eligible directors and other recipients with an incentive to pursue sustained growth in corporate value and to promote the sharing of value with shareholders. In addition, this time, the Company has taken into account the purpose of the system, its business performance, the scope of responsibilities of each eligible director and other recipient, and other relevant circumstances, with the aim of further enhancing motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SAN-AI OBBLI CO.,LTD. (8097) timely disclosure | Komori