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Share Issuance and Disposal8217OKUWA CO.,LTD.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to dispose of 21,000 treasury shares to 3 directors and 5 executive officers as restricted stock compensation. The disposal price is ¥781 per share, and the payment date is 12 June 2026.

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Scale
21000
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much21,000Shares

21,000 common shares (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors, including outside directors)3 / 11,100 shares
The Company's executive officers (excluding executive officers who concurrently serve as directors)5 / 9,900 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.

¥781 per share
Total issue value

¥16,401,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥16,401,000
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 12 June 2026, the payment date, until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or any of its subsidiaries.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds this position from 12 June 2026 until 1 June 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period. However, if the recipient ceases to hold this position due to death, expiration of the term of office or any other reason deemed valid by the Company's Board of Directors, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period.
Reason for acquisition without consideration
At the expiration of the restricted transfer period or other prescribed time specified in the agreement, the Company will acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors, including outside directors) / Number of Employees 3 / Number of allocated shares 11,100 shares, Category Executive officers (excluding executive officers who concurrently serve as directors) / Number of Employees 5 / Number of allocated shares 9,900 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
12 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 14 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥781. No discount or premium was applied.
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 of21,000 common shares (treasury shares)
Issue price and disposal price¥781 per share
Total issue value¥16,401,000
Payment date12 June 2026
Intended allotteeCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors, including outside directors) / Number of Employees 3 / Number of Shares 11,100 shares, Category The Company's executive officers (excluding executive officers who concurrently serve as directors) / Number of Employees 5 / Number of Shares 9,900 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 14 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥781. No discount or premium was applied.
Transfer restriction periodFrom 12 June 2026, the payment date, until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or any of its subsidiaries.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds this position from 12 June 2026 until 1 June 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period. However, if the recipient ceases to hold this position due to death, expiration of the term of office or any other reason deemed valid by the Company's Board of Directors, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period.
Reason for acquisition without considerationAt the expiration of the restricted transfer period or other prescribed time specified in the agreement, the Company will acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors, including outside directors) / Number of Employees 3 / Number of allocated shares 11,100 shares, Category Executive officers (excluding executive officers who concurrently serve as directors) / Number of Employees 5 / Number of allocated shares 9,900 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥16,401,000
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 incentives for the sustained enhancement of the corporate value of the Group and to further promote the sharing of value with shareholders. The Company explained that, in making this allocation, it considered the purpose of the system, the Company's performance, the scope of responsibilities of each recipient and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | OKUWA CO.,LTD. (8217) timely disclosure | Komori