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Share Issuance and Disposal9068Maruzen Showa Unyu Co.,Ltd.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,000 treasury shares as restricted stock compensation for 4 directors and 17 executive officers. The eligible recipients will receive monetary compensation claims totaling ¥44,940,000, in exchange for which the shares will be allotted through in-kind contribution.

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6000
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,000Shares

6,000 shares of the Company's common stock (treasury shares)

4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors1,800 shares
17 executive officers4,200 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.

¥7,490 per share
Total issue value

¥44,940,000

Amount of funds to be raised
Total amount paid in: ¥44,940,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥44,940,000
発行済株式総数

As this is a disposal of treasury shares, explicit statement that no dilution will result from an increase in the total number of issued shares: Not disclosed

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 August 2026 until the date on which the eligible officer ceases to be a director, executive officer or councilor of the Company
Conditions for lifting transfer restrictions
The eligible recipient must continuously hold the position of director, executive officer or councilor of the Company throughout the service period. If the recipient ceases to hold the position due to death or another reason deemed justifiable by the Company's Board of Directors, all transfer restrictions will be lifted on the following day. In the event of a reorganization or other similar event, all transfer restrictions will be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date of the reorganization or other event.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 1,800 shares, Category Executive officers / Number of Employees 17 / Number of allocated shares 4,200 shares
Intended allottee's holding policy
From 12 August 2026 until the date on which the eligible officer ceases to be a director, executive officer or councilor of the Company, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
12 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥7,490. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 120th Annual General Meeting of Shareholders held on 29 June 2022, approval was obtained for the restricted stock compensation plan, the transfer restriction period, and a compensation limit of up to 20,000 shares per year and ¥50 million per year.
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 of6,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥7,490 per share
Total issue value¥44,940,000
Amount of funds to be raisedTotal amount paid in: ¥44,940,000; estimated net proceeds: Not disclosed
Payment date12 August 2026
Intended allotteeCategory 4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 1,800 shares, Category 17 executive officers / Number of Shares 4,200 shares
Intended allottee's holding policyFrom 12 August 2026 until the date on which the eligible officer ceases to be a director, executive officer or councilor of the Company, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Dilution RateAs this is a disposal of treasury shares, explicit statement that no dilution will result from an increase in the total number of issued shares: Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥7,490. No discount or premium applies.
Transfer restriction periodFrom 12 August 2026 until the date on which the eligible officer ceases to be a director, executive officer or councilor of the Company
Conditions for lifting transfer restrictionsThe eligible recipient must continuously hold the position of director, executive officer or councilor of the Company throughout the service period. If the recipient ceases to hold the position due to death or another reason deemed justifiable by the Company's Board of Directors, all transfer restrictions will be lifted on the following day. In the event of a reorganization or other similar event, all transfer restrictions will be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date of the reorganization or other event.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 1,800 shares, Category Executive officers / Number of Employees 17 / Number of allocated shares 4,200 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥44,940,000
Procedures under the Corporate Code of ConductAt the 120th Annual General Meeting of Shareholders held on 29 June 2022, approval was obtained for the restricted stock compensation plan, the transfer restriction period, and a compensation limit of up to 20,000 shares per year and ¥50 million per year.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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 an incentive for the sustainable enhancement of corporate value and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Maruzen Showa Unyu Co.,Ltd. (9068) timely disclosure | Komori