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Share Issuance and Disposal9890MAKIYA CO.,LTD.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors

The Company resolved to dispose of 10,300 treasury shares at ¥1,300 per share to 6 directors as restricted stock compensation. The shares may not be transferred for a specified period or until the director ceases to hold office, and the Company will acquire them without consideration if the conditions are not met.

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Direction
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Scale
10300
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,300Shares

10,300 common shares (treasury shares)

6 of the Company's directors, excluding outside directors10,300 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,300 per share
Total issue value

¥13,390,000

Amount of funds to be raised
Total payment amount: ¥13,390,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥13,390,000 (within the annual compensation limit of ¥30 million)
Specific use of funds
Not applicable (contribution in kind of monetary compensation receivables granted to the eligible directors)
発行済株式総数

Not applicable (disposal of treasury shares)

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 24 July 2026 (the payment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding the position of director of the Company from 24 July 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed justifiable by the Board of Directors, the restrictions will be lifted on the number of shares corresponding to the recipient's months in office.
Reason for acquisition without consideration
At the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 directors of the Company (excluding outside directors), 10,300 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,300. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 73rd Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for the payment of monetary compensation receivables of up to ¥30 million per year and for the restricted transfer period.
Impact on Business Performance
No impact on performance from this disposal of treasury shares 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 of10,300 common shares (treasury shares)
Issue price and disposal price¥1,300 per share
Total issue value¥13,390,000
Amount of funds to be raisedTotal payment amount: ¥13,390,000; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (contribution in kind of monetary compensation receivables granted to the eligible directors)
Payment date24 July 2026
Intended allotteeCategory 6 of the Company's directors, excluding outside directors / Number of Shares 10,300 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,300. No discount or premium was stated.
Transfer restriction periodFrom 24 July 2026 (the payment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding the position of director of the Company from 24 July 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed justifiable by the Board of Directors, the restrictions will be lifted on the number of shares corresponding to the recipient's months in office.
Reason for acquisition without considerationAt the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 directors of the Company (excluding outside directors), 10,300 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥13,390,000 (within the annual compensation limit of ¥30 million)
Procedures under the Corporate Code of ConductAt the 73rd Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for the payment of monetary compensation receivables of up to ¥30 million per year and for the restricted transfer period.
Impact on Business PerformanceNo impact on performance from this disposal of treasury shares was stated
Items this document does not state (10)
Estimated issuance expensesTotal number of issued sharesExercise 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 provide the eligible directors with an incentive to achieve sustained growth in the Company's corporate value and to further promote value sharing with shareholders. The Company also considered the purpose of the plan, its performance, the scope of each eligible director's responsibilities and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors | MAKIYA CO.,LTD. (9890) timely disclosure | Komori