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Share Issuance and Disposal9601Shochiku Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will dispose of 3,592 treasury shares as restricted stock compensation for 5 directors and 8 senior executive officers. The eligible recipients will be provided with monetary compensation claims totaling ¥36,746,160, in exchange for which the shares will be allotted through in-kind contributions.

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Direction
Neutral
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Scale
3592
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,592Shares

3,592 shares of the Company’s common stock (treasury shares)

5 directors (excluding outside directors)1,952 shares
8 senior executive officers1,640 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.

¥10,230 per share
Total issue value

¥36,746,160

Amount of funds to be raised
Total payment amount: ¥36,746,160; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥36,746,160
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 26 June 2026 until the date on which the recipient ceases to hold either the position of director or senior executive officer of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or senior executive officer of the Company during the service provision period from the day preceding the 2026 annual general meeting of shareholders through the date of the annual general meeting of shareholders in the following year. If the recipient retires due to death or another reason deemed valid by the Board of Directors, the restrictions may be released by resolution of the Board of Directors in proportion to the number of months in office.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
5 directors (excluding outside directors; 1,952 shares) and 8 senior executive officers (1,640 shares)
Intended allottee's holding policy
During the restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The restriction period will run from 26 June 2026 until the date on which the recipient ceases to hold either the position of director or senior executive officer of the Company.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 25 May 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥10,230. No discount or premium is specified.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is 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 of3,592 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥10,230 per share
Total issue value¥36,746,160
Amount of funds to be raisedTotal payment amount: ¥36,746,160; estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeName 5 directors (excluding outside directors) / Number of Shares 1,952 shares, Name 8 senior executive officers / Number of Shares 1,640 shares
Intended allottee's holding policyDuring the restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The restriction period will run from 26 June 2026 until the date on which the recipient ceases to hold either the position of director or senior executive officer of the Company.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 25 May 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥10,230. No discount or premium is specified.
Transfer restriction periodFrom 26 June 2026 until the date on which the recipient ceases to hold either the position of director or senior executive officer of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director or senior executive officer of the Company during the service provision period from the day preceding the 2026 annual general meeting of shareholders through the date of the annual general meeting of shareholders in the following year. If the recipient retires due to death or another reason deemed valid by the Board of Directors, the restrictions may be released by resolution of the Board of Directors in proportion to the number of months in office.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered5 directors (excluding outside directors; 1,952 shares) and 8 senior executive officers (1,640 shares)
Total Stock-Based CompensationTotal monetary compensation claims: ¥36,746,160
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution 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 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 an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders. The Company also took into consideration the scope of the recipients’ responsibilities and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Shochiku Co.,Ltd. (9601) timely disclosure | Komori