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Share Issuance and Disposal9076SEINO HOLDINGS CO.,LTD.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 187,500 treasury shares as restricted stock compensation to 19 directors and executive officers. The shares will be subject to restrictions on transfer and other dispositions for a specified period, until the recipient retires or leaves the Company.

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Scale
187500
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

187,500 common shares (94,500 shares for directors other than directors who are Audit and Supervisory Committee Members, 9,000 shares for directors who are Audit and Supervisory Committee Members, and 84,000 shares for executive officers who do not concurrently serve as directors)

5 directors of the Company other than directors who are Audit and Supervisory Committee Members94,500 shares
3 of the Company's directors who are Audit & Supervisory Committee members9,000 shares
10 of the Company's executive officers who do not concurrently serve as directors84,000 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.

¥2,650 per share
Total issue value

¥496,875,000

Amount of funds to be raised
Total amount payable: ¥496,875,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥496,875,000 (¥250,425,000 for directors, ¥23,850,000 for directors who are Audit and Supervisory Committee Members, and ¥222,600,000 for the eligible executive officers)
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 31 July 2026 until the date on which the recipient retires or leaves any position as an officer or other equivalent position of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiry of the restricted period, provided that the recipient has continuously held an officer or other equivalent position of the Company throughout the applicable service period corresponding to the relevant shares. In the event of retirement upon expiry of the term of office, death, mandatory retirement, or another legitimate reason, the restrictions will be lifted for the number of shares calculated as prescribed, provided that the recipient continuously held office up to the date of retirement.
Reason for acquisition without consideration
For any relevant shares whose transfer restrictions are not lifted, the Company will automatically acquire those shares without consideration immediately after the decision is made that the restrictions will not be lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 94,500 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 9,000 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 84,000 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period will run from 31 July 2026 until the date on which the recipient retires or leaves any position as an officer or other equivalent position of the Company.
Payment date
31 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 2 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,650. The discount or premium rate was Not disclosed.
Procedures under the Corporate Code of Conduct
At the 105th Annual General Meeting of Shareholders held on 25 June 2026, the Company obtained approval for the payment of monetary compensation claims under the restricted stock compensation plan and for the restricted period.
Impact on Business Performance
The specific impact of this disposal of treasury shares on financial results is 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 of187,500 common shares (94,500 shares for directors other than directors who are Audit and Supervisory Committee Members, 9,000 shares for directors who are Audit and Supervisory Committee Members, and 84,000 shares for executive officers who do not concurrently serve as directors)
Issue price and disposal price¥2,650 per share
Total issue value¥496,875,000
Amount of funds to be raisedTotal amount payable: ¥496,875,000; estimated net proceeds: Not disclosed
Payment date31 July 2026
Intended allotteeName 5 directors of the Company other than directors who are Audit and Supervisory Committee Members / Number of Shares 94,500 shares, Name 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 9,000 shares, Name 10 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 84,000 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period will run from 31 July 2026 until the date on which the recipient retires or leaves any position as an officer or other equivalent position of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 2 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,650. The discount or premium rate was Not disclosed.
Transfer restriction periodFrom 31 July 2026 until the date on which the recipient retires or leaves any position as an officer or other equivalent position of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiry of the restricted period, provided that the recipient has continuously held an officer or other equivalent position of the Company throughout the applicable service period corresponding to the relevant shares. In the event of retirement upon expiry of the term of office, death, mandatory retirement, or another legitimate reason, the restrictions will be lifted for the number of shares calculated as prescribed, provided that the recipient continuously held office up to the date of retirement.
Reason for acquisition without considerationFor any relevant shares whose transfer restrictions are not lifted, the Company will automatically acquire those shares without consideration immediately after the decision is made that the restrictions will not be lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 94,500 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 9,000 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 84,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥496,875,000 (¥250,425,000 for directors, ¥23,850,000 for directors who are Audit and Supervisory Committee Members, and ¥222,600,000 for the eligible executive officers)
Procedures under the Corporate Code of ConductAt the 105th Annual General Meeting of Shareholders held on 25 June 2026, the Company obtained approval for the payment of monetary compensation claims under the restricted stock compensation plan and for the restricted period.
Impact on Business PerformanceThe specific impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Estimated 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 directors and executive officers with an incentive to promote sustained increases in corporate value and share value with shareholders, and to appropriately ensure the supervisory function of directors who are Audit and Supervisory Committee Members.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SEINO HOLDINGS CO.,LTD. (9076) timely disclosure | Komori