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Share Issuance and Disposal9325PHYZ Holdings Inc.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 8,953 treasury shares as restricted stock to its directors, executive officers and employees, as well as directors and employees of its subsidiaries. The transfer restrictions will be lifted subject to conditions including continued service for a specified period.

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Direction
Neutral
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Scale
8953
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,953Shares

8,953 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 4,667 shares
The Company's executive officers2 / 446 shares
Employees of the Company3 / 580 shares
Directors of the Company's subsidiary (excluding outside directors)2 / 446 shares
Employees of the Company's subsidiaries21 / 2,814 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.

¥1,125 per share
Total issue value

¥10,072,125

Amount of funds to be raised
Total payment amount of ¥10,072,125; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥10,072,125 (¥6,404,625 for the Company and ¥3,667,500 for its subsidiaries). The annual limit for compensation for the eligible directors is ¥30 million, and the annual limit on the number of shares is 50 thousand shares.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

As this is a disposal of treasury shares, the dilution rate resulting from an increase in the total number of issued shares is 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
For the eligible directors, from 17 July 2026 until the date on which they cease to hold the position of director of the Company. For the eligible executive officers, employees and employees of subsidiaries, from 17 July 2026 through 16 July 2027. For the eligible directors of subsidiaries, from 17 July 2026 until the conclusion of the ordinary general meeting of shareholders of the Company's subsidiary for the fiscal year ending March 2027.
Conditions for lifting transfer restrictions
For the eligible directors, they must continuously hold the position of director of the Company from 17 July 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. The eligible executive officers, employees and employees of subsidiaries must hold the prescribed position or employee status throughout the transfer restriction period. The eligible directors of subsidiaries must continuously hold the position of director of a subsidiary throughout the transfer restriction period. The restrictions will also be lifted if the individual leaves office due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at any other time specified in the agreement.
Categories and Number of Persons Covered
5 directors of the Company, 4,667 shares; 2 executive officers of the Company, 446 shares; 3 employees of the Company, 580 shares; 2 directors of subsidiaries, 446 shares; 21 employees of subsidiaries, 2,814 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period.
Payment date
17 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 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,125. No discount or premium rate has been stated.
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 of8,953 common shares of the Company (treasury shares)
Issue price and disposal price¥1,125 per share
Total issue value¥10,072,125
Amount of funds to be raisedTotal payment amount of ¥10,072,125; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 4,667 shares, Category The Company's executive officers / Number of Employees 2 / Number of Shares 446 shares, Category Employees of the Company / Number of Employees 3 / Number of Shares 580 shares, Category Directors of the Company's subsidiary (excluding outside directors) / Number of Employees 2 / Number of Shares 446 shares, Category Employees of the Company's subsidiaries / Number of Employees 21 / Number of Shares 2,814 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period.
Dilution RateAs this is a disposal of treasury shares, the dilution rate resulting from an increase in the total number of issued shares is Not disclosed
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 on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,125. No discount or premium rate has been stated.
Transfer restriction periodFor the eligible directors, from 17 July 2026 until the date on which they cease to hold the position of director of the Company. For the eligible executive officers, employees and employees of subsidiaries, from 17 July 2026 through 16 July 2027. For the eligible directors of subsidiaries, from 17 July 2026 until the conclusion of the ordinary general meeting of shareholders of the Company's subsidiary for the fiscal year ending March 2027.
Conditions for lifting transfer restrictionsFor the eligible directors, they must continuously hold the position of director of the Company from 17 July 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. The eligible executive officers, employees and employees of subsidiaries must hold the prescribed position or employee status throughout the transfer restriction period. The eligible directors of subsidiaries must continuously hold the position of director of a subsidiary throughout the transfer restriction period. The restrictions will also be lifted if the individual leaves office due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at any other time specified in the agreement.
Categories and Number of Persons Covered5 directors of the Company, 4,667 shares; 2 executive officers of the Company, 446 shares; 3 employees of the Company, 580 shares; 2 directors of subsidiaries, 446 shares; 21 employees of subsidiaries, 2,814 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥10,072,125 (¥6,404,625 for the Company and ¥3,667,500 for its subsidiaries). The annual limit for compensation for the eligible directors is ¥30 million, and the annual limit on the number of shares is 50 thousand shares.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 provide incentives for the sustained enhancement of corporate value and promote the sharing of value with shareholders. The Company also took into account the purpose of the plan, the performance of the Group and the scope of responsibilities of each intended allottee.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | PHYZ Holdings Inc. (9325) timely disclosure | Komori