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Share Issuance and Disposal8203MrMax Holdings Ltd.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 39,500 treasury shares at ¥716 per share as restricted stock compensation for 2 directors and 10 executive officers. The shares will be subject to a 50-year transfer restriction.

Worth reading
34Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
39500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much39,500Shares

39,500 common shares of the Company (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)20,000 shares
10 of the Company's executive officers who do not concurrently serve as directors19,500 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.

¥716 per share
Total issue value

¥28,282,000

Amount of funds to be raised
As total monetary claims of ¥28,282,000 will be contributed in kind, the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥28,282,000
発行済株式総数

The total number of issued shares will not increase

Not applicable (disposal of treasury 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
50 years (19 June 2026 to 18 June 2076)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, consultant or any other equivalent position. If the recipient retires or leaves the Company due to expiration of the term of office, mandatory retirement or another legitimate reason, the transfer restrictions will be lifted immediately after the retirement or departure with respect to the number of shares corresponding to the months of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions remain in effect after the transfer restrictions are lifted.
Categories and Number of Persons Covered
2 directors of the Company (excluding directors who are Audit and Supervisory Committee Members and outside directors), 20,000 shares; 10 executive officers of the Company who do not concurrently serve as directors, 19,500 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. The transfer restriction period runs from 19 June 2026 to 18 June 2076.
Payment date
19 June 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 20 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥716. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nominating and Compensation Advisory Committee for review.
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 of39,500 common shares of the Company (treasury shares)
Issue price and disposal price¥716 per share
Total issue value¥28,282,000
Amount of funds to be raisedAs total monetary claims of ¥28,282,000 will be contributed in kind, the estimated net proceeds are Not disclosed
Payment date19 June 2026
Intended allotteeName 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 20,000 shares, Name 10 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 19,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. The transfer restriction period runs from 19 June 2026 to 18 June 2076.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 20 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥716. No discount or premium was applied.
Transfer restriction period50 years (19 June 2026 to 18 June 2076)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, consultant or any other equivalent position. If the recipient retires or leaves the Company due to expiration of the term of office, mandatory retirement or another legitimate reason, the transfer restrictions will be lifted immediately after the retirement or departure with respect to the number of shares corresponding to the months of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions remain in effect after the transfer restrictions are lifted.
Categories and Number of Persons Covered2 directors of the Company (excluding directors who are Audit and Supervisory Committee Members and outside directors), 20,000 shares; 10 executive officers of the Company who do not concurrently serve as directors, 19,500 shares
Total Stock-Based CompensationTotal monetary claims of ¥28,282,000
Procedures under the Corporate Code of ConductThe matter was submitted to the Nominating and Compensation Advisory Committee for review.
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 value and promote the sharing of value with shareholders over the medium to long term. The purpose is also to further enhance the motivation of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MrMax Holdings Ltd. (8203) timely disclosure | Komori