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Share Issuance and Disposal8613Marusan Securities Co.,Ltd.Financials (excluding banks)

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Marusan Securities resolved to dispose of 6,832 treasury shares to 2 directors, excluding outside directors, as restricted stock compensation. The disposal price is ¥1,054 per share, and the disposal 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 much6,832Shares

6,832 shares of the Company's common stock (treasury shares)

2 directors, excluding outside directors6,832 shares

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

¥1,054 per share
Total issue value

¥7,200,928

Total Stock-Based Compensation
Monetary compensation claims of up to ¥50 million per year (the compensation limit under this plan)
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 until the date on which the eligible director retires or otherwise leaves any position as a director, corporate auditor, executive officer or employee of the Company, or until the date of filing the Company's annual securities report or other applicable document in certain cases.
Conditions for lifting transfer restrictions
In principle, the eligible director must have continuously held a position as an officer or employee of the Company during the period of service, which runs from the date of the ordinary general meeting of shareholders immediately preceding the disposal date to the date of the next ordinary general meeting of shareholders. If the eligible director leaves office midway due to death or other legitimate reasons, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without consideration
If it is determined that an eligible director will retire or otherwise leave all positions as an officer or employee of the Company for reasons other than death, expiration of the term of office, retirement age or other legitimate reasons, the Company will acquire all of the shares without consideration. Other grounds for acquisition without consideration will be stipulated in the allocation agreement based on a resolution of the Board of Directors.
Categories and Number of Persons Covered
2 directors, excluding outside directors; 6,832 shares allocated
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of. Subject to the eligible directors having continuously held a position as an officer or employee during the period of service, the transfer restrictions will be lifted upon expiry of the restricted period.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,054. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 106th Ordinary General Meeting of Shareholders held on 19 June 2026, approval was obtained for the payment of monetary compensation claims of up to ¥50 million per year, the issuance or disposal of up to 50,000 common shares per year, and the restricted period and other related 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 of6,832 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,054 per share
Total issue value¥7,200,928
Payment date17 July 2026
Intended allotteeName 2 directors, excluding outside directors / Number of Shares 6,832 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of. Subject to the eligible directors having continuously held a position as an officer or employee during the period of service, the transfer restrictions will be lifted upon expiry of the restricted period.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,054. No discount or premium was applied.
Transfer restriction periodFrom 17 July 2026 until the date on which the eligible director retires or otherwise leaves any position as a director, corporate auditor, executive officer or employee of the Company, or until the date of filing the Company's annual securities report or other applicable document in certain cases.
Conditions for lifting transfer restrictionsIn principle, the eligible director must have continuously held a position as an officer or employee of the Company during the period of service, which runs from the date of the ordinary general meeting of shareholders immediately preceding the disposal date to the date of the next ordinary general meeting of shareholders. If the eligible director leaves office midway due to death or other legitimate reasons, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without considerationIf it is determined that an eligible director will retire or otherwise leave all positions as an officer or employee of the Company for reasons other than death, expiration of the term of office, retirement age or other legitimate reasons, the Company will acquire all of the shares without consideration. Other grounds for acquisition without consideration will be stipulated in the allocation agreement based on a resolution of the Board of Directors.
Categories and Number of Persons Covered2 directors, excluding outside directors; 6,832 shares allocated
Total Stock-Based CompensationMonetary compensation claims of up to ¥50 million per year (the compensation limit under this plan)
Procedures under the Corporate Code of ConductAt the 106th Ordinary General Meeting of Shareholders held on 19 June 2026, approval was obtained for the payment of monetary compensation claims of up to ¥50 million per year, the issuance or disposal of up to 50,000 common shares per year, and the restricted period and other related matters.
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 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 the eligible directors with an incentive to achieve sustained growth in corporate value and to promote the sharing of value between the eligible directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Marusan Securities Co.,Ltd. (8613) timely disclosure | Komori