Komori
Share Issuance and Disposal9627AIN HOLDINGS INC.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will dispose of 9,068 treasury shares as restricted stock compensation to a total of 31 directors, executive officers and subsidiary officers. The total disposal value is ¥55,849,812, and the payment date is 18 September 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,068Shares

9,068 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)5 / 4,856 shares
The Company's executive officers19 / 3,078 shares
Directors of the Company's subsidiary (株式会社アインファーマシーズ)3 / 486 shares
Executive officers of the Company's subsidiary (株式会社アインファーマシーズ)4 / 648 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.

¥6,159 per share
Total issue value

¥55,849,812

Amount of funds to be raised
As the entire amount of the monetary claims will be contributed in kind, the total payment amount is ¥55,849,812 and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥55,849,812. The annual compensation limit for eligible directors is ¥50 million, and the annual share limit is 50,000 shares.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable (disposal of treasury shares only)

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
From 18 September 2026 until immediately after the recipient ceases to hold any designated position as an officer or employee of the Company or its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a designated position at the Company or one of its subsidiaries during the service provision period, all transfer restrictions will be lifted when the transfer restriction period expires. If the recipient leaves office or retires upon expiration of the term of office, mandatory retirement or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period in office will be lifted immediately after the departure or retirement.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in an act violating laws or regulations or falls under any other specified event set forth in the allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted when the transfer restriction period expires or at the time of lifting the restrictions.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 4,856 shares, Category The Company's executive officers / Number of Employees 19 / Number of allocated shares 3,078 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of allocated shares 486 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 4 / Number of allocated shares 648 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
18 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 20 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,159. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Advisory Committee. The acquisition of opinions from other independent third parties and confirmation of shareholder intent are Not disclosed.
Impact on Business Performance
The impact of this matter on business 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 of9,068 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥6,159 per share
Total issue value¥55,849,812
Amount of funds to be raisedAs the entire amount of the monetary claims will be contributed in kind, the total payment amount is ¥55,849,812 and the estimated net proceeds are Not disclosed
Payment date18 September 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 4,856 shares, Name The Company's executive officers / Number of Employees 19 / Number of Shares 3,078 shares, Name Directors of the Company's subsidiary (株式会社アインファーマシーズ) / Number of Employees 3 / Number of Shares 486 shares, Name Executive officers of the Company's subsidiary (株式会社アインファーマシーズ) / Number of Employees 4 / Number of Shares 648 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 20 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,159. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 18 September 2026 until immediately after the recipient ceases to hold any designated position as an officer or employee of the Company or its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a designated position at the Company or one of its subsidiaries during the service provision period, all transfer restrictions will be lifted when the transfer restriction period expires. If the recipient leaves office or retires upon expiration of the term of office, mandatory retirement or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period in office will be lifted immediately after the departure or retirement.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in an act violating laws or regulations or falls under any other specified event set forth in the allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted when the transfer restriction period expires or at the time of lifting the restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 4,856 shares, Category The Company's executive officers / Number of Employees 19 / Number of allocated shares 3,078 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of allocated shares 486 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 4 / Number of allocated shares 648 shares
Total Stock-Based CompensationTotal monetary claims of ¥55,849,812. The annual compensation limit for eligible directors is ¥50 million, and the annual share limit is 50,000 shares.
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Advisory Committee. The acquisition of opinions from other independent third parties and confirmation of shareholder intent are Not disclosed.
Impact on Business PerformanceThe impact of this matter on business performance is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 raise awareness of the need to enhance corporate value over the medium to long term and maximize shareholder value, and to promote the sharing of interests with shareholders. The purpose is also to encourage awareness of sustainable growth from the same perspective as shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | AIN HOLDINGS INC. (9627) timely disclosure | Komori