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Share Issuance and Disposal9936OHSHO FOOD SERVICE CORP.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 37,275 treasury shares as restricted stock compensation for directors and executive officers. The disposal price is ¥2,926 per share, for a total disposal value of ¥109,066,650.

Worth reading
35Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
37275
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much37,275Shares

37,275 common shares of the Company (treasury shares)

5 directors of the Company (excluding outside directors) and 8 executive officers37,275 shares

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

¥2,926 per share
Total issue value

¥109,066,650

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 the delivery date of the restricted shares until the date on which the recipient ceases to hold the position of director or executive officer of the Company, whether through resignation or retirement
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or executive officer of the Company from the commencement date of the restricted transfer period until the date of the first annual general meeting of shareholders of the Company held thereafter. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part in proportion to the recipient's period of service.
Reason for acquisition without consideration
If a recipient resigns or retires without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders of the Company held thereafter, or if any shares remain subject to transfer restrictions when the restricted transfer period expires. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors of the Company (excluding outside directors) and 8 executive officers, totaling 37,275 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the restrictions are lifted.
Payment date
31 July 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 13 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,926. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The amendment of the restricted stock compensation plan was approved at the 51st Annual General Meeting of Shareholders held on 26 June 2025. Executive compensation was resolved at the Compensation Advisory Committee meeting held on 24 June 2026 and the Board of Directors meeting held on 25 June 2026, and the disposal was resolved at the Board of Directors meeting held on 14 July 2026.
Impact on Business Performance
No impact of this disposal of treasury shares on results for the fiscal year ending March 2027 is stated in the document
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 of37,275 common shares of the Company (treasury shares)
Issue price and disposal price¥2,926 per share
Total issue value¥109,066,650
Payment date31 July 2026
Intended allotteeCategory 5 directors of the Company (excluding outside directors) and 8 executive officers / Number of Shares 37,275 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the restrictions are lifted.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesNot disclosed → Not disclosed(Not 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 Prime Market on 13 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,926. No discount or premium applies.
Transfer restriction periodFrom the delivery date of the restricted shares until the date on which the recipient ceases to hold the position of director or executive officer of the Company, whether through resignation or retirement
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director or executive officer of the Company from the commencement date of the restricted transfer period until the date of the first annual general meeting of shareholders of the Company held thereafter. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part in proportion to the recipient's period of service.
Reason for acquisition without considerationIf a recipient resigns or retires without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders of the Company held thereafter, or if any shares remain subject to transfer restrictions when the restricted transfer period expires. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors of the Company (excluding outside directors) and 8 executive officers, totaling 37,275 shares
Procedures under the Corporate Code of ConductThe amendment of the restricted stock compensation plan was approved at the 51st Annual General Meeting of Shareholders held on 26 June 2025. Executive compensation was resolved at the Compensation Advisory Committee meeting held on 24 June 2026 and the Board of Directors meeting held on 25 June 2026, and the disposal was resolved at the Board of Directors meeting held on 14 July 2026.
Impact on Business PerformanceNo impact of this disposal of treasury shares on results for the fiscal year ending March 2027 is stated in the document
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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 strengthen incentives for directors (excluding outside directors) and executive officers to enhance corporate value and increase the share price, and to promote greater value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | OHSHO FOOD SERVICE CORP. (9936) timely disclosure | Komori