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Share Issuance and Disposal8185CHIYODA CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 14,600 treasury shares as restricted stock compensation to 2 directors and 2 senior executive officers. The disposal price is ¥964 per share, and the transfer restriction period is 30 years.

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14600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数14,600Shares

14,600 treasury shares

Intended allottee
Name Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of Shares Not disclosed, Name Senior Executive Officer / Number of Employees 2 / Number of Shares Not disclosed
¥964 per share
Total issue value

¥14,074,400

Amount of funds to be raised
No cash proceeds, as the entire amount of the monetary compensation receivables will be contributed in kind. Total disposal amount: ¥14,074,400
Total Stock-Based Compensation
Total monetary compensation receivables: ¥14,074,400 (the text also states “¥14,074,4000”).
発行済株式総数

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

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
17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held the position of director or executive officer of the Company throughout the transfer restriction period. If the recipient leaves office upon expiration of the term or for another legitimate reason, the restrictions will be lifted immediately after departure with respect to the number of shares calculated by applying a ratio based on the number of months in office to the number of shares held.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified event set forth in the allocation agreement, the Company will acquire all of the restricted shares held by the recipient without consideration. Any shares whose transfer restrictions have not been lifted after the restrictions are otherwise lifted will also be acquired without consideration.
Categories and Number of Persons Covered
2 directors of the Company and 2 senior executive officers, for a total of 4 people. The breakdown of allocated shares by category is Not disclosed.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 17 July 2026 to 16 July 2056.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 17 June 2026 was ¥964. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nominating and Compensation Advisory Committee for review.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
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 of14,600 treasury shares
Issue price and disposal price¥964 per share
Total issue value¥14,074,400
Amount of funds to be raisedNo cash proceeds, as the entire amount of the monetary compensation receivables will be contributed in kind. Total disposal amount: ¥14,074,400
Payment date17 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of Shares Not disclosed, Name Senior Executive Officer / Number of Employees 2 / Number of Shares Not disclosed
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 17 July 2026 to 16 July 2056.
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 Tokyo Stock Exchange Prime Market on 17 June 2026 was ¥964. No discount or premium rate was disclosed.
Transfer restriction period17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously held the position of director or executive officer of the Company throughout the transfer restriction period. If the recipient leaves office upon expiration of the term or for another legitimate reason, the restrictions will be lifted immediately after departure with respect to the number of shares calculated by applying a ratio based on the number of months in office to the number of shares held.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified event set forth in the allocation agreement, the Company will acquire all of the restricted shares held by the recipient without consideration. Any shares whose transfer restrictions have not been lifted after the restrictions are otherwise lifted will also be acquired without consideration.
Categories and Number of Persons Covered2 directors of the Company and 2 senior executive officers, for a total of 4 people. The breakdown of allocated shares by category is Not disclosed.
Total Stock-Based CompensationTotal monetary compensation receivables: ¥14,074,400 (the text also states “¥14,074,4000”).
Procedures under the Corporate Code of ConductThe matter was submitted to the Nominating and Compensation Advisory Committee for review.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The purpose is also to further enhance the motivation of the eligible directors and executive officers.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CHIYODA CO.,LTD. (8185) timely disclosure | Komori