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Share Issuance and Disposal9831YAMADA HOLDINGS CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 542,459 treasury shares as long-term transfer-restricted stock compensation to 21 directors, executive officers and others. In principle, the shares may not be transferred for 60 years, and the transfer restrictions will be lifted if conditions such as remaining in office or employment are met.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much542,459Shares

542,459 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 461,800 shares
Executive officers of the Company with titles2 / 30,220 shares
Directors of the Company's subsidiaries (excluding outside directors)14 / 50,439 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.

¥661.5 per share
Total issue value

¥358,836,628.5

Amount of funds to be raised
Total payment amount: ¥358,836,628.5. Approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥358,836,628.5. The compensation framework approved at the shareholders' meeting provides for a maximum annual amount of ¥900 million and a maximum of 2,000,000 shares per year for medium- and long-term compensation for eligible directors in total.
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 24 July 2026 through 23 July 2086 (60 years)
Conditions for lifting transfer restrictions
During the transfer restriction period, the eligible directors and others must continuously hold one of the following positions at the Company or one of its subsidiaries: director, Audit & Supervisory Board member, executive officer, employee or another equivalent position. If they leave office or employment upon expiry of their term, reaching mandatory retirement age or for another legitimate reason, a prescribed proportion of the restrictions will be lifted immediately after their departure.
Reason for acquisition without consideration
If an eligible recipient leaves office or employment from the prescribed position before the transfer restriction period expires without a legitimate reason, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration any shares whose restrictions are not lifted at the time the transfer restrictions are lifted, as well as any shares whose restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 461,800 shares, Category Executive officers of the Company with titles / Number of Employees 2 / Number of allocated shares 30,220 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 14 / Number of allocated shares 50,439 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any way. If the eligible directors and others remain continuously in the prescribed positions throughout the transfer restriction period, the restrictions will be lifted when the period expires.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥661.5. No discount or premium rate is stated.
Impact on Business Performance
The specific impact of this disposal of treasury shares 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 of542,459 common shares of the Company (treasury shares)
Issue price and disposal price¥661.5 per share
Total issue value¥358,836,628.5
Amount of funds to be raisedTotal payment amount: ¥358,836,628.5. Approximate net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 461,800 shares, Name Executive officers of the Company with titles / Number of Employees 2 / Number of Shares 30,220 shares, Name Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 14 / Number of Shares 50,439 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any way. If the eligible directors and others remain continuously in the prescribed positions throughout the transfer restriction period, the restrictions will be lifted when the period expires.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥661.5. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 through 23 July 2086 (60 years)
Conditions for lifting transfer restrictionsDuring the transfer restriction period, the eligible directors and others must continuously hold one of the following positions at the Company or one of its subsidiaries: director, Audit & Supervisory Board member, executive officer, employee or another equivalent position. If they leave office or employment upon expiry of their term, reaching mandatory retirement age or for another legitimate reason, a prescribed proportion of the restrictions will be lifted immediately after their departure.
Reason for acquisition without considerationIf an eligible recipient leaves office or employment from the prescribed position before the transfer restriction period expires without a legitimate reason, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration any shares whose restrictions are not lifted at the time the transfer restrictions are lifted, as well as any shares whose restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 461,800 shares, Category Executive officers of the Company with titles / Number of Employees 2 / Number of allocated shares 30,220 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 14 / Number of allocated shares 50,439 shares
Total Stock-Based CompensationTotal monetary claims: ¥358,836,628.5. The compensation framework approved at the shareholders' meeting provides for a maximum annual amount of ¥900 million and a maximum of 2,000,000 shares per year for medium- and long-term compensation for eligible directors in total.
Impact on Business PerformanceThe specific impact of this disposal of treasury shares on business performance is Not 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 the eligible directors and others with an incentive to achieve sustained growth in corporate value, promote value sharing with shareholders, and further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | YAMADA HOLDINGS CO.,LTD. (9831) timely disclosure | Komori