Komori
Share Issuance and Disposal8242H2O RETAILING CORPORATIONRetail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers

The Company resolved to dispose of 127,900 treasury shares as restricted stock to its directors, executive officers and officers of its subsidiaries. The shares will be granted in exchange for contributions in kind of monetary compensation receivables and will be subject to service or performance conditions.

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Direction
Neutral
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Scale
127900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much127,900Shares

127,900 common shares of the Company (treasury shares)

The Company's directors7 / 19,400 shares
The Company's executive officers7 / 21,400 shares
Directors of subsidiaries of the Company13 / 53,100 shares
Audit & Supervisory Board members of the Company’s subsidiaries1 / 600 shares
Executive officers of the Company's subsidiaries16 / 33,400 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.

¥2,703.5 per share
Total issue value

¥345,777,650

Amount of funds to be raised
Total monetary compensation receivables: ¥345,777,650; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥345,777,650. Under the compensation scheme, the annual compensation limit is ¥151.5 million and the annual share limit is 50,500 shares, in each case for the Company’s directors
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
Service-condition shares: from 15 July 2026 until the date on which the relevant officer ceases to hold any officer position upon expiration of the applicable term. Performance-condition shares: from 15 July 2026 through 31 July 2029
Conditions for lifting transfer restrictions
For service-condition shares, all transfer restrictions will be lifted upon expiration of the relevant restriction period, provided that the recipient continuously holds the prescribed officer position at the Company from 15 July 2026 through 31 March 2027. For performance-condition shares, all or part of the restrictions will be lifted based on the degree of achievement of consolidated operating income of ¥32.5 billion and consolidated ROIC of 5.9% for FY2026, in addition to holding the relevant position throughout the same period. Each metric has a 50% weighting. The performance-linked coefficient is 1 when achievement is at least 100% and 0 when achievement is below 100%.
Reason for acquisition without consideration
At the end of the transfer restriction period or at another prescribed time specified in the allotment agreement, the Company will acquire without consideration any allotted shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
7 directors of the Company, including 5 Audit & Supervisory Committee members; 7 executive officers of the Company; 13 directors of the Company’s subsidiaries; 1 Audit & Supervisory Board member of the Company’s subsidiaries; and 16 executive officers of the Company’s subsidiaries
Payment date
15 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 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,703.5. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 106th Annual General Meeting of Shareholders held on 25 June 2025, approval was obtained for the restricted stock compensation plan, the annual share limit, the maximum total amount of monetary compensation receivables, the transfer restriction period, the conditions for lifting the restrictions and other matters
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 of127,900 common shares of the Company (treasury shares)
Issue price and disposal price¥2,703.5 per share
Total issue value¥345,777,650
Amount of funds to be raisedTotal monetary compensation receivables: ¥345,777,650; estimated net proceeds: Not disclosed
Payment date15 July 2026
Intended allotteeCategory The Company's directors / Number of Employees 7 / Number of Shares 19,400 shares, Category The Company's executive officers / Number of Employees 7 / Number of Shares 21,400 shares, Category Directors of subsidiaries of the Company / Number of Employees 13 / Number of Shares 53,100 shares, Category Audit & Supervisory Board members of the Company’s subsidiaries / Number of Employees 1 / Number of Shares 600 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 16 / Number of Shares 33,400 shares
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,703.5. Discount rate/premium rate: Not disclosed
Transfer restriction periodService-condition shares: from 15 July 2026 until the date on which the relevant officer ceases to hold any officer position upon expiration of the applicable term. Performance-condition shares: from 15 July 2026 through 31 July 2029
Conditions for lifting transfer restrictionsFor service-condition shares, all transfer restrictions will be lifted upon expiration of the relevant restriction period, provided that the recipient continuously holds the prescribed officer position at the Company from 15 July 2026 through 31 March 2027. For performance-condition shares, all or part of the restrictions will be lifted based on the degree of achievement of consolidated operating income of ¥32.5 billion and consolidated ROIC of 5.9% for FY2026, in addition to holding the relevant position throughout the same period. Each metric has a 50% weighting. The performance-linked coefficient is 1 when achievement is at least 100% and 0 when achievement is below 100%.
Reason for acquisition without considerationAt the end of the transfer restriction period or at another prescribed time specified in the allotment agreement, the Company will acquire without consideration any allotted shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered7 directors of the Company, including 5 Audit & Supervisory Committee members; 7 executive officers of the Company; 13 directors of the Company’s subsidiaries; 1 Audit & Supervisory Board member of the Company’s subsidiaries; and 16 executive officers of the Company’s subsidiaries
Total Stock-Based CompensationTotal monetary compensation receivables: ¥345,777,650. Under the compensation scheme, the annual compensation limit is ¥151.5 million and the annual share limit is 50,500 shares, in each case for the Company’s directors
Procedures under the Corporate Code of ConductAt the 106th Annual General Meeting of Shareholders held on 25 June 2025, approval was obtained for the restricted stock compensation plan, the annual share limit, the maximum total amount of monetary compensation receivables, the transfer restriction period, the conditions for lifting the restrictions and other matters
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise 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 incentives for the sustainable enhancement of corporate value, promote value sharing between directors and shareholders, and further increase directors’ awareness of the Company’s performance and share value.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers | H2O RETAILING CORPORATION (8242) timely disclosure | Komori