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Share Issuance and Disposal8225Takachiho Co.,Ltd.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Takachiho Co.,Ltd. resolved to dispose of 4,840 treasury shares as restricted stock compensation for its directors, statutory auditors and employees. The shares will be subject to a 30-year transfer restriction, and the payment date is 17 July 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,840Shares

4,840 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 1,577 shares
The Company's audit & supervisory board members (excluding outside audit & supervisory board members)1 / 293 shares
Employees of the Company32 / 2,970 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.

¥3,300 per share
Total issue value

¥15,972,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥15,972,000 (the annual compensation limit is ¥20 million for directors and ¥2 million for statutory auditors)
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 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the positions of director, statutory auditor, executive officer or employee of the Company until the date of the first annual shareholders meeting to be held after 17 July 2026, or, in the case of an employee, until the end of the Company's 81st fiscal year (1 April 2026 to 31 March 2027). In the event of leaving office or employment for a legitimate reason, the transfer restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient leaves any of the positions of director, statutory auditor, executive officer or employee of the Company during the prescribed period, except where the Board of Directors recognizes a legitimate reason. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 1,577 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 1 / Number of allocated shares 293 shares, Category Employees of the Company / Number of Employees 32 / Number of allocated shares 2,970 shares
Intended allottee's holding policy
The shares will be held and maintained in accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. No transfer or other disposal to a third party will be permitted during the transfer restriction period.
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 on 24 June 2026, ¥3,300. No discount or premium was applied.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of4,840 common shares of the Company (treasury shares)
Issue price and disposal price¥3,300 per share
Total issue value¥15,972,000
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 1,577 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 1 / Number of Shares 293 shares, Category Employees of the Company / Number of Employees 32 / Number of Shares 2,970 shares
Intended allottee's holding policyThe shares will be held and maintained in accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. No transfer or other disposal to a third party will be permitted during the transfer restriction period.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, ¥3,300. No discount or premium was applied.
Transfer restriction periodFrom 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the positions of director, statutory auditor, executive officer or employee of the Company until the date of the first annual shareholders meeting to be held after 17 July 2026, or, in the case of an employee, until the end of the Company's 81st fiscal year (1 April 2026 to 31 March 2027). In the event of leaving office or employment for a legitimate reason, the transfer restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient leaves any of the positions of director, statutory auditor, executive officer or employee of the Company during the prescribed period, except where the Board of Directors recognizes a legitimate reason. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 1,577 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 1 / Number of allocated shares 293 shares, Category Employees of the Company / Number of Employees 32 / Number of allocated shares 2,970 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥15,972,000 (the annual compensation limit is ¥20 million for directors and ¥2 million for statutory auditors)
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (14)
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 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 for the sustained enhancement of corporate value and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Takachiho Co.,Ltd. (8225) timely disclosure | Komori