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Share Issuance and Disposal9934INABA DENKISANGYO CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 40,500 treasury shares as restricted stock compensation to directors, executive officers and employees holding positions. The recipients will be prohibited from transferring the shares for a specified period, with the restrictions lifted upon satisfaction of conditions such as remaining in office or employment.

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Scale
40500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much40,500Shares

40,500 shares of the Company’s common stock (treasury shares)

5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)12,000 shares
9 executive officers15,000 shares
18 employees holding positions13,500 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.

¥2,692 per share
Total issue value

¥109,026,000

Amount of funds to be raised
Total amount paid: ¥109,026,000; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥109,026,000. The total annual amount of remuneration and other compensation for the eligible directors is capped at ¥100 million.
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
For Restricted Stock I and II, from 13 July 2026 until the date on which the recipient ceases to be a director, or a director or executive officer, respectively. For Restricted Stock III, from 13 July 2026 through 22 June 2029.
Conditions for lifting transfer restrictions
For Restricted Stock I, the recipient must remain a director until the first ensuing Annual General Meeting of Shareholders. For Restricted Stock II, the recipient must remain a director or executive officer until that meeting. For Restricted Stock III, the recipient must remain a director, executive officer or employee through 22 June 2029. If the recipient ceases to hold office or employment for a valid reason, the restrictions will be partially lifted in proportion to the number of months in office or employment.
Reason for acquisition without consideration
If the recipient ceases to hold office before the specified first Annual General Meeting of Shareholders without a valid reason, or if any shares remain subject to restrictions when the restricted transfer period expires. Shares for which the restrictions are not lifted in connection with a corporate reorganization or other similar event will also be acquired without consideration.
Stock Split RatioImplemented effective 1 December 2025. Split ratio: not disclosed.
Categories and Number of Persons Covered
5 directors: 12,000 shares; 9 executive officers: 15,000 shares; 18 employees holding positions: 13,500 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
13 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 25 June 2026, ¥2,692. The discount and premium rates are 0%.
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 of40,500 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥2,692 per share
Total issue value¥109,026,000
Amount of funds to be raisedTotal amount paid: ¥109,026,000; estimated net proceeds: not disclosed
Payment date13 July 2026
Intended allotteeCategory 5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 12,000 shares, Category 9 executive officers / Number of Shares 15,000 shares, Category 18 employees holding positions / Number of Shares 13,500 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 25 June 2026, ¥2,692. The discount and premium rates are 0%.
Transfer restriction periodFor Restricted Stock I and II, from 13 July 2026 until the date on which the recipient ceases to be a director, or a director or executive officer, respectively. For Restricted Stock III, from 13 July 2026 through 22 June 2029.
Conditions for lifting transfer restrictionsFor Restricted Stock I, the recipient must remain a director until the first ensuing Annual General Meeting of Shareholders. For Restricted Stock II, the recipient must remain a director or executive officer until that meeting. For Restricted Stock III, the recipient must remain a director, executive officer or employee through 22 June 2029. If the recipient ceases to hold office or employment for a valid reason, the restrictions will be partially lifted in proportion to the number of months in office or employment.
Reason for acquisition without considerationIf the recipient ceases to hold office before the specified first Annual General Meeting of Shareholders without a valid reason, or if any shares remain subject to restrictions when the restricted transfer period expires. Shares for which the restrictions are not lifted in connection with a corporate reorganization or other similar event will also be acquired without consideration.
Categories and Number of Persons Covered5 directors: 12,000 shares; 9 executive officers: 15,000 shares; 18 employees holding positions: 13,500 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥109,026,000. The total annual amount of remuneration and other compensation for the eligible directors is capped at ¥100 million.
Stock Split RatioImplemented effective 1 December 2025. Split ratio: 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 underwriterOverallotmentProcedures 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 increase recipients’ motivation and morale to contribute to enhancing corporate value and to promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | INABA DENKISANGYO CO.,LTD. (9934) timely disclosure | Komori