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Share Issuance and Disposal9861YOSHINOYA HOLDINGS CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,133 treasury shares to 3 directors and 5 executive officers as restricted stock compensation. The total disposal value is ¥38,485,876, and the shares may not be transferred until the recipients retire or resign.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,133Shares

12,133 common shares of the Company (treasury shares)

3 directors7,879 shares
5 executive officers4,254 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.

¥3,172 per share
Total issue value

¥38,485,876

Amount of funds to be raised
Total payment amount: ¥38,485,876; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥38,485,876
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 25 June 2026 until the date on which the covered director or executive officer retires or resigns as a director, audit & supervisory board member, executive officer, or employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that, throughout the restriction period, the covered director or executive officer continuously holds one of the positions of director, audit & supervisory board member, executive officer, or employee of the Company or one of its subsidiaries, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period.
Reason for acquisition without consideration
If the recipient retires or resigns for a reason other than one deemed justifiable by the Company's Board of Directors, or otherwise falls under one of the specified events set out in the restricted stock allocation agreement. Shares that remain subject to transfer restrictions as a result of a corporate reorganization or other event will also be acquired by the Company without consideration.
Categories and Number of Persons Covered
3 directors: 7,879 shares; 5 executive officers: 4,254 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The restriction period runs from 25 June 2026 until the date on which the covered director or executive officer retires or resigns as a director, audit & supervisory board member, executive officer, or employee of the Company or one of its subsidiaries.
Payment date
25 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 28 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,172. No discount or premium was applied.
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 of12,133 common shares of the Company (treasury shares)
Issue price and disposal price¥3,172 per share
Total issue value¥38,485,876
Amount of funds to be raisedTotal payment amount: ¥38,485,876; estimated net proceeds: Not disclosed
Payment date25 June 2026
Intended allotteeName 3 directors / Number of Shares 7,879 shares, Name 5 executive officers / Number of Shares 4,254 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The restriction period runs from 25 June 2026 until the date on which the covered director or executive officer retires or resigns as a director, audit & supervisory board member, executive officer, or employee of the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 28 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,172. No discount or premium was applied.
Transfer restriction periodFrom 25 June 2026 until the date on which the covered director or executive officer retires or resigns as a director, audit & supervisory board member, executive officer, or employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that, throughout the restriction period, the covered director or executive officer continuously holds one of the positions of director, audit & supervisory board member, executive officer, or employee of the Company or one of its subsidiaries, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period.
Reason for acquisition without considerationIf the recipient retires or resigns for a reason other than one deemed justifiable by the Company's Board of Directors, or otherwise falls under one of the specified events set out in the restricted stock allocation agreement. Shares that remain subject to transfer restrictions as a result of a corporate reorganization or other event will also be acquired by the Company without consideration.
Categories and Number of Persons Covered3 directors: 7,879 shares; 5 executive officers: 4,254 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥38,485,876
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 appropriately determine the proportion of compensation linked to medium- to long-term performance and the proportion of cash compensation to stock compensation, appoint talented personnel for the future, and enhance the motivation of each covered director and executive officer. The measure is also intended to promote the sharing of shareholder value and enhance corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | YOSHINOYA HOLDINGS CO.,LTD. (9861) timely disclosure | Komori