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Share Issuance and Disposal8704TRADERS HOLDINGS CO.,LTD.Financials (excluding banks)

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 179,800 treasury shares as restricted stock compensation to 6 officers and other individuals. The recipients are 5 directors of the Company and 1 outside director of a subsidiary.

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Direction
Neutral
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Scale
179800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much179,800Shares

179,800 shares of the Company's common stock (treasury shares)

3 full-time directors of the Company, 1 outside director of the Company, 1 director who is an Audit & Supervisory Committee Member, and 1 outside director of a subsidiary of the CompanyTotal of 179,800 shares

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

¥1,294 per share
Total Stock-Based Compensation

Total monetary remuneration claims of ¥232,661,200. The annual remuneration limits are ¥300 million or less for the Company's eligible directors, ¥100 million or less for the Company's outside directors, and ¥30 million or less for directors who are Audit & Supervisory Committee Members.

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
30 years from the payment date
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period, provided that the relevant directors have continuously held one of the following positions during the transfer restriction period: director, employee or another equivalent position at the Company. In the event of retirement or resignation upon expiry of the term of office, death or other legitimate reason, some or all of the restrictions will be released based on a prescribed calculation. In the event of a corporate reorganization or other similar event, the prescribed number of shares will also be released from the restrictions.
Reason for acquisition without consideration
The Company will acquire the relevant shares without consideration if the recipient retires or resigns without a legitimate reason before expiry of the transfer restriction period, if the transfer restrictions are not released because the release conditions are not satisfied, or if the restrictions are not released in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
3 full-time directors of the Company, 1 outside director of the Company, 1 director who is an Audit & Supervisory Committee Member, and 1 outside director of a subsidiary of the Company, for a total of 6 people. The number of shares allocated by category was not disclosed.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 16 July 2026 was ¥1,294. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the annual general meetings of shareholders held on 26 June 2024 and 24 June 2026, approval was obtained for the restricted stock compensation plan and the applicable remuneration limits and maximum number of shares.
Impact on Business Performance
No specific impact of this disposal of treasury shares on business results was 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 of179,800 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,294 per share
Payment date7 August 2026
Intended allotteeCategory 3 full-time directors of the Company, 1 outside director of the Company, 1 director who is an Audit & Supervisory Committee Member, and 1 outside director of a subsidiary of the Company / Number of Shares Total of 179,800 shares
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 16 July 2026 was ¥1,294. No discount or premium rate was stated.
Transfer restriction period30 years from the payment date
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period, provided that the relevant directors have continuously held one of the following positions during the transfer restriction period: director, employee or another equivalent position at the Company. In the event of retirement or resignation upon expiry of the term of office, death or other legitimate reason, some or all of the restrictions will be released based on a prescribed calculation. In the event of a corporate reorganization or other similar event, the prescribed number of shares will also be released from the restrictions.
Reason for acquisition without considerationThe Company will acquire the relevant shares without consideration if the recipient retires or resigns without a legitimate reason before expiry of the transfer restriction period, if the transfer restrictions are not released because the release conditions are not satisfied, or if the restrictions are not released in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered3 full-time directors of the Company, 1 outside director of the Company, 1 director who is an Audit & Supervisory Committee Member, and 1 outside director of a subsidiary of the Company, for a total of 6 people. The number of shares allocated by category was not disclosed.
Total Stock-Based CompensationTotal monetary remuneration claims of ¥232,661,200. The annual remuneration limits are ¥300 million or less for the Company's eligible directors, ¥100 million or less for the Company's outside directors, and ¥30 million or less for directors who are Audit & Supervisory Committee Members.
Procedures under the Corporate Code of ConductAt the annual general meetings of shareholders held on 26 June 2024 and 24 June 2026, approval was obtained for the restricted stock compensation plan and the applicable remuneration limits and maximum number of shares.
Impact on Business PerformanceNo specific impact of this disposal of treasury shares on business results was stated.
Items this document does not state (15)
Total issue valueAmount of funds to be raisedEstimated 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 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 promote the sustainable enhancement of corporate value and shareholder value over the medium to long term and to share value with shareholders, based on the purpose of the restricted stock compensation plan, the Company's business conditions, and the responsibilities and scope of duties of each director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TRADERS HOLDINGS CO.,LTD. (8704) timely disclosure | Komori