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Share Issuance and Disposal9305Yamatane CorporationTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,114 treasury shares as restricted stock compensation to its directors and executive officers, as well as directors of its subsidiaries. The recipients may not transfer the shares until they retire or leave their positions, and the transfer restrictions will be lifted if the prescribed conditions are met.

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Direction
Neutral
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Scale
13114
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

13,114 common shares of the Company (3 directors of the Company: 5,151 shares; 6 executive officers of the Company: 3,554 shares; 11 directors of subsidiaries: 4,409 shares)

3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)5,151 shares
6 executive officers of the Company3,554 shares
11 directors of subsidiaries (excluding outside directors)4,409 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.

¥2,038 per share
Amount of funds to be raised

Total payment amount: ¥26,726,332; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary remuneration claims: ¥26,726,332. Total annual remuneration, including other remuneration, for the eligible directors is capped at ¥20 million.
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 10 July 2026 until the date on which the recipient retires or leaves the prescribed office or position at the Company or one of its subsidiaries.
Conditions for lifting transfer restrictions
The recipient must continuously hold the prescribed office or position at the Company or one of its subsidiaries throughout the transfer restriction period. If the recipient retires or leaves the position for a valid reason, part of the transfer restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without consideration
If the recipient retires or leaves the prescribed position before the end of the transfer restriction period, except where the Board of Directors determines that there is a valid reason. In addition, if any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or other event, the Company will acquire those shares without consideration.
Stock Split Ratio2 shares for each common share; effective date: 1 June 2025
Categories and Number of Persons Covered
3 directors of the Company: 5,151 shares; 6 executive officers of the Company: 3,554 shares; 11 directors of subsidiaries: 4,409 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,038. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 127th Annual General Meeting of Shareholders held on 23 June 2026, amendments to the total remuneration amount and the maximum number of shares for eligible directors were approved.
Impact on Business Performance
The impact of this disposal of treasury shares on performance 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 of13,114 common shares of the Company (3 directors of the Company: 5,151 shares; 6 executive officers of the Company: 3,554 shares; 11 directors of subsidiaries: 4,409 shares)
Issue price and disposal price¥2,038 per share
Amount of funds to be raisedTotal payment amount: ¥26,726,332; estimated net proceeds: Not disclosed
Payment date10 July 2026
Intended allotteeName 3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 5,151 shares, Name 6 executive officers of the Company / Number of Shares 3,554 shares, Name 11 directors of subsidiaries (excluding outside directors) / Number of Shares 4,409 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,038. No discount or premium was applied.
Transfer restriction periodFrom 10 July 2026 until the date on which the recipient retires or leaves the prescribed office or position at the Company or one of its subsidiaries.
Conditions for lifting transfer restrictionsThe recipient must continuously hold the prescribed office or position at the Company or one of its subsidiaries throughout the transfer restriction period. If the recipient retires or leaves the position for a valid reason, part of the transfer restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without considerationIf the recipient retires or leaves the prescribed position before the end of the transfer restriction period, except where the Board of Directors determines that there is a valid reason. In addition, if any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or other event, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered3 directors of the Company: 5,151 shares; 6 executive officers of the Company: 3,554 shares; 11 directors of subsidiaries: 4,409 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥26,726,332. Total annual remuneration, including other remuneration, for the eligible directors is capped at ¥20 million.
Stock Split Ratio2 shares for each common share; effective date: 1 June 2025
Procedures under the Corporate Code of ConductAt the 127th Annual General Meeting of Shareholders held on 23 June 2026, amendments to the total remuneration amount and the maximum number of shares for eligible directors were approved.
Impact on Business PerformanceThe impact of this disposal of treasury shares on performance is Not disclosed
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Yamatane Corporation (9305) timely disclosure | Komori