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Share Issuance and Disposal8132SHINANEN HOLDINGS CO.,LTD.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares under a Post-Delivery Performance-Based Stock Compensation Plan

The Company resolved to dispose of 28,100 treasury shares to 21 eligible directors of the Company and its subsidiaries under the performance-linked share compensation plan. The consideration will be paid through an in-kind contribution of monetary compensation receivables granted to the eligible recipients, and this is not a conventional financing.

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44Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
28100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares under a post-delivery performance-linked share compensation plan

Who receives how much28,100Shares

28,100 common shares of the Company (treasury shares)

The Company's directors (excluding directors who are Audit & Supervisory Committee Members)3 / 4,900 shares
Directors of the Company's subsidiaries (excluding outside directors)18 / 23,200 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.

¥6,980 per share
Total issue value

¥196,138,000

Amount of funds to be raised
Total payment amount: ¥196,138,000; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables from the eligible recipients)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥196,138,000. The compensation limit is ¥60 million per year, with up to ¥180 million cumulatively over 3 years payable in a lump sum.
発行済株式総数

Less than 25% (specific ratio: Not disclosed)

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.

Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 3 / Number of allocated shares 4,900 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 18 / Number of allocated shares 23,200 shares
Payment date
25 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 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,980. No discount or premium rate is disclosed.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction will not result in a change in the controlling shareholder, neither an opinion from an independent third party nor a shareholder approval procedure is required under Article 432 of the Tokyo Stock Exchange Listing Regulations. The Audit and Supervisory Committee expressed the opinion that the disposal price, being the closing price on the preceding business day, is lawful and does not constitute a particularly favorable price.
Impact on Business Performance
The specific amount and percentage impact on performance are Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under a post-delivery performance-linked share compensation plan
Number of shares to be issued or disposed of28,100 common shares of the Company (treasury shares)
Issue price and disposal price¥6,980 per share
Total issue value¥196,138,000
Amount of funds to be raisedTotal payment amount: ¥196,138,000; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables from the eligible recipients)
Payment date25 August 2026
Intended allotteeName The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 3 / Number of Shares 4,900 shares, Name Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 18 / Number of Shares 23,200 shares
Dilution RateLess than 25% (specific ratio: Not disclosed)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,980. No discount or premium rate is disclosed.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 3 / Number of allocated shares 4,900 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 18 / Number of allocated shares 23,200 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥196,138,000. The compensation limit is ¥60 million per year, with up to ¥180 million cumulatively over 3 years payable in a lump sum.
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction will not result in a change in the controlling shareholder, neither an opinion from an independent third party nor a shareholder approval procedure is required under Article 432 of the Tokyo Stock Exchange Listing Regulations. The Audit and Supervisory Committee expressed the opinion that the disposal price, being the closing price on the preceding business day, is lawful and does not constitute a particularly favorable price.
Impact on Business PerformanceThe specific amount and percentage impact on performance are Not disclosed
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationUnderwriter / 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 promote value sharing with shareholders. The share compensation will also be granted based on the degree of achievement of performance targets and other factors during the evaluation period.

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Notice Regarding the Disposal of Treasury Shares under a Post-Delivery Performance-Based Stock Compensation Plan | SHINANEN HOLDINGS CO.,LTD. (8132) timely disclosure | Komori