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Share Issuance and Disposal9303The Sumitomo Warehouse Co.,Ltd.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 16,700 treasury shares as restricted stock compensation for 5 directors and 7 executive officers. The disposal price is ¥3,780 per share, and the shares may not be transferred for a specified period, including while the recipients remain in office.

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Neutral
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Scale
16700
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,700Shares

16,700 treasury shares

5 directors of the Company, excluding outside directors12,400 shares
7 executive officers who do not concurrently serve as directors of the Company4,300 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.

¥3,780 per share
Total issue value

¥63,126,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥63,126,000 (the annual compensation limit for directors is ¥60 million or less)
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 16 July 2026 until the later of the date on which the recipient ceases to hold any position as a director or executive officer of the Company and the date on which the semi-annual securities report for the business year that includes the disposal date is filed
Conditions for lifting transfer restrictions
Unless the Board of Directors determines that the recipient has materially violated any law, the Company’s internal rules or the allocation agreement, or in other similar circumstances, all transfer restrictions on the allocated shares will be lifted upon expiry of the transfer restriction period.
Reason for acquisition without consideration
If, during the transfer restriction period, the Board of Directors determines that the recipient has materially violated any law, the Company’s internal rules or the allocation agreement, or in other similar circumstances. The Company will also acquire without compensation any shares whose restrictions have not been lifted upon expiry of the transfer restriction period, the prescribed number of shares if the recipient leaves office before expiry for reasons other than certain specified reasons, and any shares whose restrictions are not lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 12,400 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 4,300 shares
Payment date
16 July 2026 (disposal date)
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥3,780. 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 of16,700 treasury shares
Issue price and disposal price¥3,780 per share
Total issue value¥63,126,000
Payment date16 July 2026 (disposal date)
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 12,400 shares, Name 7 executive officers who do not concurrently serve as directors of the Company / Number of Shares 4,300 shares
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥3,780. No discount or premium applies.
Transfer restriction periodFrom 16 July 2026 until the later of the date on which the recipient ceases to hold any position as a director or executive officer of the Company and the date on which the semi-annual securities report for the business year that includes the disposal date is filed
Conditions for lifting transfer restrictionsUnless the Board of Directors determines that the recipient has materially violated any law, the Company’s internal rules or the allocation agreement, or in other similar circumstances, all transfer restrictions on the allocated shares will be lifted upon expiry of the transfer restriction period.
Reason for acquisition without considerationIf, during the transfer restriction period, the Board of Directors determines that the recipient has materially violated any law, the Company’s internal rules or the allocation agreement, or in other similar circumstances. The Company will also acquire without compensation any shares whose restrictions have not been lifted upon expiry of the transfer restriction period, the prescribed number of shares if the recipient leaves office before expiry for reasons other than certain specified reasons, and any shares whose restrictions are not lifted in connection with a corporate reorganization.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 12,400 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 4,300 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥63,126,000 (the annual compensation limit for directors is ¥60 million or less)
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise 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 increase directors’ and executive officers’ motivation to contribute to the Company’s medium- to long-term enhancement of corporate value and to achieve early alignment with shareholders through their ownership of shares while in office.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | The Sumitomo Warehouse Co.,Ltd. (9303) timely disclosure | Komori