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Share Issuance and Disposal9278BOOKOFF GROUP HOLDINGS LIMITEDRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Resolved to dispose of 6,000 treasury shares to 3 directors as restricted stock compensation. The disposal price is ¥2,686 per share, and the transfer restriction period will be approximately 30 years.

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Scale
6000
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,000Shares

6,000 treasury shares

3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 6,000 shares

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

¥2,686 per share
Amount of funds to be raised

Total payment amount: ¥16,116,000 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary claims: ¥16,116,000. The annual compensation limit for the eligible directors is ¥20 million or less.
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
15 October 2026 to 1 November 2056 (30 years)
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the period, provided that the recipient continuously holds one of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, employee, adviser, counsellor or other equivalent position at the Company or one of its subsidiaries. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted based on a prescribed calculation.
Reason for acquisition without consideration
The Company will acquire the relevant shares without consideration if, during the transfer restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under any of the prescribed circumstances set out in the allocation agreement, if there are shares for which the transfer restrictions are not lifted, or if the transfer restrictions are not lifted in connection with a reorganisation or similar transaction.
Categories and Number of Persons Covered
3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 6,000 shares
Payment date
15 October 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 14 September 2026: ¥2,686. Discount rate and premium rate: not disclosed.
Procedures under the Corporate Code of Conduct
The Board of Directors resolved the matter following consultation with the Compensation Review Committee. Whether independent third-party opinions were obtained and whether shareholder approval was confirmed: 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 of6,000 treasury shares
Issue price and disposal price¥2,686 per share
Amount of funds to be raisedTotal payment amount: ¥16,116,000 (estimated net proceeds: Not disclosed)
Payment date15 October 2026
Intended allottee3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 6,000 shares
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 shares on the Tokyo Stock Exchange Prime Market on 14 September 2026: ¥2,686. Discount rate and premium rate: not disclosed.
Transfer restriction period15 October 2026 to 1 November 2056 (30 years)
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the period, provided that the recipient continuously holds one of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, employee, adviser, counsellor or other equivalent position at the Company or one of its subsidiaries. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted based on a prescribed calculation.
Reason for acquisition without considerationThe Company will acquire the relevant shares without consideration if, during the transfer restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under any of the prescribed circumstances set out in the allocation agreement, if there are shares for which the transfer restrictions are not lifted, or if the transfer restrictions are not lifted in connection with a reorganisation or similar transaction.
Categories and Number of Persons Covered3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 6,000 shares
Total Stock-Based CompensationTotal monetary claims: ¥16,116,000. The annual compensation limit for the eligible directors is ¥20 million or less.
Procedures under the Corporate Code of ConductThe Board of Directors resolved the matter following consultation with the Compensation Review Committee. Whether independent third-party opinions were obtained and whether shareholder approval was confirmed: Not disclosed.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateExercise 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 sustained enhancement of corporate value and promote value sharing with shareholders, and to further motivate the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | BOOKOFF GROUP HOLDINGS LIMITED (9278) timely disclosure | Komori