Komori
Share Issuance and Disposal8167RETAIL PARTNERS CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,516 treasury shares without consideration as restricted stock compensation for 8 directors. The shares may not be transferred for a specified period, including while the directors remain in office.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,516Shares

7,516 shares of the Company's common stock (treasury shares)

8 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 7,516 shares

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

No consideration
Amount of funds to be raised

Total amount to be paid: ¥0; estimated net proceeds: ¥0

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 17 July 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
All of the allotted shares will be released from the transfer restrictions on the condition that the recipient continuously holds the position of director of the Company from June 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending February 2027. If the recipient ceases to hold the position for a reason such as death or any other reason deemed legitimate by the Board of Directors, the number of shares corresponding to the period of service will be released from the restrictions.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at any other time specified in the agreement.
Categories and Number of Persons Covered
8 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 7,516 shares
Intended allottee's holding policy
From 17 July 2026 until the date on which the recipient ceases to hold the position of director of the Company, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paid
The compensation amount for each eligible director was calculated based on the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day preceding the date of each Board of Directors resolution, or, if no transaction took place, the closing price on the most recent trading day. The shares in this disposition, however, will be provided without consideration.
Procedures under the Corporate Code of Conduct
Approval of this plan and the number of shares, compensation amount and other matters was obtained at the 68th Annual General Meeting of Shareholders held on 25 May 2021.
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 of7,516 shares of the Company's common stock (treasury shares)
Issue price and disposal priceNo consideration
Amount of funds to be raisedTotal amount to be paid: ¥0; estimated net proceeds: ¥0
Intended allottee8 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 7,516 shares
Intended allottee's holding policyFrom 17 July 2026 until the date on which the recipient ceases to hold the position of director of the Company, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe compensation amount for each eligible director was calculated based on the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day preceding the date of each Board of Directors resolution, or, if no transaction took place, the closing price on the most recent trading day. The shares in this disposition, however, will be provided without consideration.
Transfer restriction periodFrom 17 July 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsAll of the allotted shares will be released from the transfer restrictions on the condition that the recipient continuously holds the position of director of the Company from June 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending February 2027. If the recipient ceases to hold the position for a reason such as death or any other reason deemed legitimate by the Board of Directors, the number of shares corresponding to the period of service will be released from the restrictions.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at any other time specified in the agreement.
Categories and Number of Persons Covered8 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 7,516 shares
Procedures under the Corporate Code of ConductApproval of this plan and the number of shares, compensation amount and other matters was obtained at the 68th Annual General Meeting of Shareholders held on 25 May 2021.
Items this document does not state (16)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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 for the sustained improvement of corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | RETAIL PARTNERS CO.,LTD. (8167) timely disclosure | Komori