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Share Issuance and Disposal9065SANKYU INC.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

SANKYU INC. resolved to dispose of 18,110 treasury shares as restricted stock compensation to 30 directors, outside directors and executive officers. The shares may not be transferred until conditions such as retirement or resignation are met.

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Direction
Neutral
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Scale
18110
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,110Shares

18,110 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)5 / 7,369 shares
The Company's outside directors4 / 800 shares
The Company's executive officers21 / 9,941 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.

¥8,629 per share
Total issue value

¥156,271,190

Total Stock-Based Compensation
Total monetary compensation receivables of ¥156,271,190. The annual compensation limit is ¥200 million, of which the limit for outside directors is ¥20 million.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury 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 the payment date until the later of the date on which the recipient retires or resigns from any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries, or the date on which the prescribed annual securities report or semi-annual securities report is filed.
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restricted period, provided that the recipient has continuously held a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries throughout the service provision period. In the event of retirement or resignation for a valid reason, or death, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient retires or resigns from all positions as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries during the restricted period without a valid reason. This also applies if any shares remain subject to the restrictions at the time the restrictions are lifted.
Categories and Number of Persons Covered
The Company's directors (excluding outside directors): 5 people, 7,369 shares, The Company's outside directors: 4 people, 800 shares, The Company's executive officers: 21 people, 9,941 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of. The holding policy after the restrictions are lifted is Not disclosed.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥8,629. No discount or premium applies.
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 of18,110 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥8,629 per share
Total issue value¥156,271,190
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 7,369 shares, Category The Company's outside directors / Number of Employees 4 / Number of Shares 800 shares, Category The Company's executive officers / Number of Employees 21 / Number of Shares 9,941 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of. The holding policy after the restrictions are lifted is Not disclosed.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥8,629. No discount or premium applies.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient retires or resigns from any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries, or the date on which the prescribed annual securities report or semi-annual securities report is filed.
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restricted period, provided that the recipient has continuously held a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries throughout the service provision period. In the event of retirement or resignation for a valid reason, or death, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient retires or resigns from all positions as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries during the restricted period without a valid reason. This also applies if any shares remain subject to the restrictions at the time the restrictions are lifted.
Categories and Number of Persons CoveredThe Company's directors (excluding outside directors): 5 people, 7,369 shares, The Company's outside directors: 4 people, 800 shares, The Company's executive officers: 21 people, 9,941 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥156,271,190. The annual compensation limit is ¥200 million, of which the limit for outside directors is ¥20 million.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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.

To provide an incentive to achieve sustained growth in corporate value and promote the sharing of value over the medium to long term between the eligible recipients and shareholders. The decision also took into consideration the purpose of the plan, business performance and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SANKYU INC. (9065) timely disclosure | Komori