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Share Issuance and Disposal8119SANYEI CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 24,500 treasury shares as restricted stock for 16 directors, executive officers and advisers, with the shares contributed in kind as compensation claims. The shares will generally be subject to a 30-year transfer restriction.

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Direction
Neutral
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Scale
24500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much24,500Shares

24,500 shares of the Company's common stock (treasury shares)

5 directors who are not Audit & Supervisory Committee members10,600 shares
3 directors who are Audit & Supervisory Committee members5,100 shares
4 executive officers of the Company4,800 shares
4 advisers of the Company4,000 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.

¥753 per share
Total issue value

¥18,448,500

Amount of funds to be raised
Total amount paid: ¥18,448,500; estimated net proceeds: Not disclosed (contribution in kind of compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims based on special compensation: ¥18,448,500
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
21 July 2026 to 20 July 2056 (30 years)
Conditions for lifting transfer restrictions
All transfer restrictions on the shares will be lifted at the end of the transfer restriction period. However, if a recipient director retires from office, except under certain conditions, or if a recipient executive officer or adviser retires from employment with the Company, except under certain conditions, the restrictions will be lifted at that time. In the event of a reorganization or similar transaction, the restrictions will be lifted on shares calculated in accordance with a specified method.
Reason for acquisition without consideration
If a person covered by the plan is sentenced to imprisonment or a more serious penalty, or otherwise meets certain requirements, or if the person retires from office or employment during the period up to the date of the annual general meeting of shareholders for the fiscal year ending March 2027, the Company will acquire all or part of the shares without consideration. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted in connection with a reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors who are not Audit & Supervisory Committee members / Number of Employees 5 / Number of allocated shares 10,600 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 5,100 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 4,800 shares, Category Collaboration / Number of Employees 4 / Number of allocated shares 4,000 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 21 July 2026 to 20 July 2056.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥753. 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 of24,500 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥753 per share
Total issue value¥18,448,500
Amount of funds to be raisedTotal amount paid: ¥18,448,500; estimated net proceeds: Not disclosed (contribution in kind of compensation claims)
Payment date21 July 2026
Intended allotteeCategory 5 directors who are not Audit & Supervisory Committee members / Number of Shares 10,600 shares, Category 3 directors who are Audit & Supervisory Committee members / Number of Shares 5,100 shares, Category 4 executive officers of the Company / Number of Shares 4,800 shares, Category 4 advisers of the Company / Number of Shares 4,000 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 21 July 2026 to 20 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥753. No discount or premium rate is stated.
Transfer restriction period21 July 2026 to 20 July 2056 (30 years)
Conditions for lifting transfer restrictionsAll transfer restrictions on the shares will be lifted at the end of the transfer restriction period. However, if a recipient director retires from office, except under certain conditions, or if a recipient executive officer or adviser retires from employment with the Company, except under certain conditions, the restrictions will be lifted at that time. In the event of a reorganization or similar transaction, the restrictions will be lifted on shares calculated in accordance with a specified method.
Reason for acquisition without considerationIf a person covered by the plan is sentenced to imprisonment or a more serious penalty, or otherwise meets certain requirements, or if the person retires from office or employment during the period up to the date of the annual general meeting of shareholders for the fiscal year ending March 2027, the Company will acquire all or part of the shares without consideration. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted in connection with a reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors who are not Audit & Supervisory Committee members / Number of Employees 5 / Number of allocated shares 10,600 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 5,100 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 4,800 shares, Category Collaboration / Number of Employees 4 / Number of allocated shares 4,000 shares
Total Stock-Based CompensationTotal monetary compensation claims based on special compensation: ¥18,448,500
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 an incentive to achieve sustained growth in corporate value and further align value sharing with shareholders. The Company also took into account its performance, the scope of responsibilities of each recipient and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SANYEI CORPORATION (8119) timely disclosure | Komori