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Share Issuance and Disposal8276HEIWADO CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares Under a Performance-Based Restricted Stock Compensation Plan

The Company resolved to dispose of 1,974 treasury shares to 5 eligible directors as performance-linked restricted stock compensation. The shares will be delivered based on the PSUs granted in 2025 and will be subject to transfer restrictions for a specified period.

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1974
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Details of issuance or disposal

Disposal of treasury shares under the performance-linked restricted stock compensation plan

Who receives how much1,974Shares

1,974 shares of the Company's common stock (treasury shares)

5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)1,974 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,641 per share
Total issue value

¥5,213,334

Amount of funds to be raised
Total payment amount: ¥5,213,334; estimated net proceeds: Not disclosed (as this is a disposal of treasury shares through contributions in kind)
Total Stock-Based Compensation
Total monetary compensation claims: ¥5,213,334
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 until the date on which the eligible director retires from both the position of director and the position of executive officer of the Company (in certain cases, until the time of submission of the semiannual report)
Conditions for lifting transfer restrictions
All of the allocated shares held at the expiration of the transfer restriction period will be released from the restrictions. If an eligible director retires during the period due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be released upon retirement. In the event of a corporate reorganization or similar transaction, the restrictions will be released as of immediately before the business day preceding the effective date.
Reason for acquisition without consideration
If an eligible director violates any law, regulation or internal rule, or falls under any other circumstance stipulated by the Board of Directors as a circumstance warranting the Company's acquisition of the allocated shares without consideration.
Categories and Number of Persons Covered
5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 1,974 shares
Payment date
12 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 13 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,641. No discount or premium rate is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under the performance-linked restricted stock compensation plan
Number of shares to be issued or disposed of1,974 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,641 per share
Total issue value¥5,213,334
Amount of funds to be raisedTotal payment amount: ¥5,213,334; estimated net proceeds: Not disclosed (as this is a disposal of treasury shares through contributions in kind)
Payment date12 June 2026
Intended allotteeName 5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 1,974 shares
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 13 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,641. No discount or premium rate is stated.
Transfer restriction periodFrom 12 June 2026 until the date on which the eligible director retires from both the position of director and the position of executive officer of the Company (in certain cases, until the time of submission of the semiannual report)
Conditions for lifting transfer restrictionsAll of the allocated shares held at the expiration of the transfer restriction period will be released from the restrictions. If an eligible director retires during the period due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be released upon retirement. In the event of a corporate reorganization or similar transaction, the restrictions will be released as of immediately before the business day preceding the effective date.
Reason for acquisition without considerationIf an eligible director violates any law, regulation or internal rule, or falls under any other circumstance stipulated by the Board of Directors as a circumstance warranting the Company's acquisition of the allocated shares without consideration.
Categories and Number of Persons Covered5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 1,974 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥5,213,334
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution 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.

The Company will provide 5 eligible directors with monetary compensation claims as stock-based compensation based on the achievement of performance indicators and other factors during the performance evaluation period for the PSUs granted in 2025, and will dispose of the shares through contributions in kind of those claims.

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Notice Concerning the Disposal of Treasury Shares Under a Performance-Based Restricted Stock Compensation Plan | HEIWADO CO.,LTD. (8276) timely disclosure | Komori