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Share Issuance and Disposal8137SUN-WA TECHNOS CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors, Executive Officers and Employees

The company resolved to dispose of 73,000 treasury shares as restricted stock to its directors, executive officers and employees. The disposal price is ¥3,700 per share. The disposal will not raise new funds for the company and will be carried out through an in-kind contribution of monetary compensation claims.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
73000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much73,000Shares

73,000 common shares of the company (treasury shares)

5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors)51,600 shares
The Company's executive officers17,200 shares
Employees of the Company4,200 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.

¥3,700 per share
Total issue value

¥270,100,000

Amount of funds to be raised
Total amount to be paid: ¥270,100,000; estimated net proceeds: Not disclosed (disposal through an in-kind contribution of monetary compensation claims under the plan)
Total Stock-Based Compensation
Total monetary compensation claims: ¥270,100,000. The annual cap on monetary compensation claims for directors is ¥300 million.
発行済株式総数

No increase, as this is a disposal of treasury shares

0%, as the disposal involves treasury shares and therefore does not increase the total number of issued 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
From 24 July 2026 until the date on which the target directors and target executive officers cease to hold either the position of director or executive officer of the company. Employees are expected to enter into contracts with substantially similar terms.
Conditions for lifting transfer restrictions
Provided that the target directors and target executive officers continuously hold the position of director or executive officer of the company from 24 July 2026 through 1 July 2027, all of the allotted shares will have their transfer restrictions lifted upon expiration of the restriction period. If an individual ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the company’s Board of Directors, the restrictions will be lifted for the number of shares corresponding to the period of service. No performance or share price conditions are stated.
Reason for acquisition without consideration
At the expiration of the restriction period or another specified time stipulated in the agreement, the company will automatically acquire without consideration any allotted shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 51,600 shares, Category Executive officers / Number of Employees 8 independent officers / Number of allocated shares 17,200 shares, Category Employees / Number of Employees 7 / Number of allocated shares 4,200 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The arrangement requires the target directors and target executive officers to hold the shares from 24 July 2026 until the date on which they cease to hold either the position of director or executive officer of the company. The shares will be managed in dedicated accounts for restricted stock.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the company’s common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors resolution, was ¥3,700. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
Resolved at the Board of Directors meeting held on 26 June 2026. Not disclosed regarding the obtaining of an independent third-party opinion or procedures for confirming shareholder intent.
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 of73,000 common shares of the company (treasury shares)
Issue price and disposal price¥3,700 per share
Total issue value¥270,100,000
Amount of funds to be raisedTotal amount to be paid: ¥270,100,000; estimated net proceeds: Not disclosed (disposal through an in-kind contribution of monetary compensation claims under the plan)
Payment date24 July 2026
Intended allotteeCategory 5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 51,600 shares, Category The Company's executive officers / Number of Shares 17,200 shares, Category Employees of the Company / Number of Shares 4,200 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The arrangement requires the target directors and target executive officers to hold the shares from 24 July 2026 until the date on which they cease to hold either the position of director or executive officer of the company. The shares will be managed in dedicated accounts for restricted stock.
Dilution Rate0%, as the disposal involves treasury shares and therefore does not increase the total number of issued shares
Total number of issued sharesNo increase, as 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 on 25 June 2026, the business day preceding the date of the Board of Directors resolution, was ¥3,700. No discount or premium was applied.
Transfer restriction periodFrom 24 July 2026 until the date on which the target directors and target executive officers cease to hold either the position of director or executive officer of the company. Employees are expected to enter into contracts with substantially similar terms.
Conditions for lifting transfer restrictionsProvided that the target directors and target executive officers continuously hold the position of director or executive officer of the company from 24 July 2026 through 1 July 2027, all of the allotted shares will have their transfer restrictions lifted upon expiration of the restriction period. If an individual ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the company’s Board of Directors, the restrictions will be lifted for the number of shares corresponding to the period of service. No performance or share price conditions are stated.
Reason for acquisition without considerationAt the expiration of the restriction period or another specified time stipulated in the agreement, the company will automatically acquire without consideration any allotted shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 51,600 shares, Category Executive officers / Number of Employees 8 independent officers / Number of allocated shares 17,200 shares, Category Employees / Number of Employees 7 / Number of allocated shares 4,200 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥270,100,000. The annual cap on monetary compensation claims for directors is ¥300 million.
Procedures under the Corporate Code of ConductResolved at the Board of Directors meeting held on 26 June 2026. Not disclosed regarding the obtaining of an independent third-party opinion or procedures for confirming shareholder intent.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 and shareholder value over the medium to long term, and to further promote the sharing of value with shareholders. The company also took into consideration the purpose of the plan, the company’s performance, the scope of responsibilities of each allottee and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors, Executive Officers and Employees | SUN-WA TECHNOS CORPORATION (8137) timely disclosure | Komori