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Share Issuance and Disposal8715Anicom Holdings,Inc.Financials (excluding banks)

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 47,205 treasury shares as restricted stock compensation for directors, executive officers and others. The total disposal price is ¥56,740,410.

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47205
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much47,205Shares

47,205 common shares of the Company (treasury shares)

2 directors of the Company (excluding outside directors)18,025 shares
4 executive officers who do not concurrently serve as directors of the Company9,649 shares
8 directors of the Company's subsidiaries (excluding outside directors)19,531 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.

¥1,202 per share
Amount of funds to be raised

Total payment amount: ¥56,740,410; estimated net proceeds: not disclosed

Total Stock-Based Compensation
Total monetary claims: ¥56,740,410. The annual limit on total compensation for eligible directors is ¥33 million, and the annual limit on the total number of shares is 66,000 shares.
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 20 August 2026 until immediately after the recipient ceases to hold a specified position as an officer or employee of the Company or one of its subsidiaries.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a specified position at the Company or one of its subsidiaries throughout the service provision period, all transfer restrictions will be lifted upon expiration of the restriction period. If the recipient ceases to hold the position or retires upon expiration of the term of office, reaching mandatory retirement age or for another legitimate reason, a certain proportion of the restrictions will be lifted immediately after the recipient's departure or retirement.
Reason for acquisition without consideration
If, during the restriction period, the recipient engages in an act that violates laws or regulations or otherwise falls under a circumstance specified in the allocation agreement, all shares held by the recipient will be acquired without consideration. Shares for which the transfer restrictions remain in place at the expiration of the restriction period or when the restrictions are lifted will also be acquired without consideration.
Categories and Number of Persons Covered
2 directors of the Company (excluding outside directors): 18,025 shares; 4 executive officers of the Company who do not concurrently serve as directors: 9,649 shares; 8 directors of the Company's subsidiaries (excluding outside directors): 19,531 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of in any way. The shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
20 August 2026
Basis for determining the amount to be paid
The payment amount is based on the closing price of ¥1,202 for the Company's common shares on the Tokyo Stock Exchange Prime Market on 22 July 2026, the business day preceding the date of the Board of Directors' resolution. The discount and premium rates are not disclosed. The Company determined that the amount is reasonable and does not constitute a particularly advantageous amount.
Procedures under the Corporate Code of Conduct
The recommendations of the Nomination, Compensation and Governance Committee will be respected. Other procedures: not disclosed.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results: not disclosed.
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 of47,205 common shares of the Company (treasury shares)
Issue price and disposal price¥1,202 per share
Amount of funds to be raisedTotal payment amount: ¥56,740,410; estimated net proceeds: not disclosed
Payment date20 August 2026
Intended allotteeName 2 directors of the Company (excluding outside directors) / Number of Shares 18,025 shares, Name 4 executive officers who do not concurrently serve as directors of the Company / Number of Shares 9,649 shares, Name 8 directors of the Company's subsidiaries (excluding outside directors) / Number of Shares 19,531 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of in any way. The shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe payment amount is based on the closing price of ¥1,202 for the Company's common shares on the Tokyo Stock Exchange Prime Market on 22 July 2026, the business day preceding the date of the Board of Directors' resolution. The discount and premium rates are not disclosed. The Company determined that the amount is reasonable and does not constitute a particularly advantageous amount.
Transfer restriction periodFrom 20 August 2026 until immediately after the recipient ceases to hold a specified position as an officer or employee of the Company or one of its subsidiaries.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a specified position at the Company or one of its subsidiaries throughout the service provision period, all transfer restrictions will be lifted upon expiration of the restriction period. If the recipient ceases to hold the position or retires upon expiration of the term of office, reaching mandatory retirement age or for another legitimate reason, a certain proportion of the restrictions will be lifted immediately after the recipient's departure or retirement.
Reason for acquisition without considerationIf, during the restriction period, the recipient engages in an act that violates laws or regulations or otherwise falls under a circumstance specified in the allocation agreement, all shares held by the recipient will be acquired without consideration. Shares for which the transfer restrictions remain in place at the expiration of the restriction period or when the restrictions are lifted will also be acquired without consideration.
Categories and Number of Persons Covered2 directors of the Company (excluding outside directors): 18,025 shares; 4 executive officers of the Company who do not concurrently serve as directors: 9,649 shares; 8 directors of the Company's subsidiaries (excluding outside directors): 19,531 shares
Total Stock-Based CompensationTotal monetary claims: ¥56,740,410. The annual limit on total compensation for eligible directors is ¥33 million, and the annual limit on the total number of shares is 66,000 shares.
Procedures under the Corporate Code of ConductThe recommendations of the Nomination, Compensation and Governance Committee will be respected. Other procedures: not disclosed.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results: not disclosed.
Items this document does not state (13)
Total issue valueEstimated 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 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 incentives for the sustained enhancement of corporate value, promote value sharing with shareholders, and further increase the motivation of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Anicom Holdings,Inc. (8715) timely disclosure | Komori