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Share Issuance and Disposal9856KU HOLDINGS CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to make 19 directors and executive officers contribute monetary compensation claims in kind and allot 316,800 treasury shares to them as compensation. The transfer restriction period is 30 years, and the restrictions will be lifted upon expiration of the period subject to continued service.

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Direction
Neutral
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Scale
316800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much316,800Shares

316,800 common shares (treasury shares)

4 directors (excluding directors who are Audit and Supervisory Committee members)213,000 shares
1 executive officer3,000 shares
12 subsidiary directors97,800 shares
2 subsidiary executive officers3,000 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.

¥1,179 per share
Total issue value

¥373,507,200

Amount of funds to be raised
Total payment amount: ¥373,507,200; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥373,507,200
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
21 August 2026 to 20 August 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, subject to the eligible directors and others having continuously held one of the positions of director, executive officer, or employee of the Company or one of its subsidiaries throughout the transfer restriction period. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement, or other legitimate reasons, a certain percentage of the restrictions will be lifted immediately thereafter. In the event of death, the transfer restrictions on all shares held by the heirs will be lifted.
Reason for acquisition without consideration
For any allocated shares whose transfer restrictions are not lifted, the Company will automatically acquire the shares without consideration immediately after it is determined that the transfer restrictions will not be lifted.
Categories and Number of Persons Covered
4 directors (excluding directors who are Audit and Supervisory Committee members): 213,000 shares; 1 executive officer: 3,000 shares; 12 subsidiary directors: 97,800 shares; 2 subsidiary executive officers: 3,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Standard Market of the Tokyo Stock Exchange on 21 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,179. No discount or premium rate was 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 of316,800 common shares (treasury shares)
Issue price and disposal price¥1,179 per share
Total issue value¥373,507,200
Amount of funds to be raisedTotal payment amount: ¥373,507,200; estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeName 4 directors (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 213,000 shares, Name 1 executive officer / Number of Shares 3,000 shares, Name 12 subsidiary directors / Number of Shares 97,800 shares, Name 2 subsidiary executive officers / Number of Shares 3,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Standard Market of the Tokyo Stock Exchange on 21 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,179. No discount or premium rate was stated.
Transfer restriction period21 August 2026 to 20 August 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, subject to the eligible directors and others having continuously held one of the positions of director, executive officer, or employee of the Company or one of its subsidiaries throughout the transfer restriction period. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement, or other legitimate reasons, a certain percentage of the restrictions will be lifted immediately thereafter. In the event of death, the transfer restrictions on all shares held by the heirs will be lifted.
Reason for acquisition without considerationFor any allocated shares whose transfer restrictions are not lifted, the Company will automatically acquire the shares without consideration immediately after it is determined that the transfer restrictions will not be lifted.
Categories and Number of Persons Covered4 directors (excluding directors who are Audit and Supervisory Committee members): 213,000 shares; 1 executive officer: 3,000 shares; 12 subsidiary directors: 97,800 shares; 2 subsidiary executive officers: 3,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥373,507,200
Items this document does not state (14)
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 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 further enhance the motivation of the eligible directors and others, taking into consideration the purpose of the plan, the Company’s performance, the scope of the responsibilities of the eligible directors and others, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KU HOLDINGS CO.,LTD. (9856) timely disclosure | Komori