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Share Issuance and Disposal9986ZAOH COMPANY,LTD.Trading & Wholesale

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

The Company resolved to allocate 5,350 restricted shares to 3 directors as part of their compensation through the disposal of treasury shares. The payment date is 7 August 2026.

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Direction
Neutral
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Scale
5350
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,350Shares

Treasury shares: 5,350 shares

3 directors of the Company (excluding outside directors)5,350 shares

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

¥2,504 per share
Total issue value

¥13,396,400

Amount of funds to be raised
Total payment amount: ¥13,396,400; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables: ¥13,396,400 in total. The annual compensation limit is ¥40 million or less.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 7 August 2026 (the payment date) through the date on which the recipient ceases to be a director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient remains a director of the Company continuously from 7 August 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient ceases to hold the position due to death, expiration of the term of office, or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be released for the number of shares corresponding to the months in office. In the event of a corporate reorganization or similar transaction, the restrictions will also be released based on the prescribed number of months.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the end of the restriction period or at another time specified in the agreement.
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors; 5,350 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 7 August 2026 through the date on which the recipient ceases to be a director of the Company.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 7 July 2026, ¥2,504. No discount or premium rate is stated.
Impact on Business Performance
No specific impact on business performance is 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 ofTreasury shares: 5,350 shares
Issue price and disposal price¥2,504 per share
Total issue value¥13,396,400
Amount of funds to be raisedTotal payment amount: ¥13,396,400; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeCategory 3 directors of the Company (excluding outside directors) / Number of Shares 5,350 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 7 August 2026 through the date on which the recipient ceases to be a director of the Company.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 7 July 2026, ¥2,504. No discount or premium rate is stated.
Transfer restriction periodFrom 7 August 2026 (the payment date) through the date on which the recipient ceases to be a director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient remains a director of the Company continuously from 7 August 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient ceases to hold the position due to death, expiration of the term of office, or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be released for the number of shares corresponding to the months in office. In the event of a corporate reorganization or similar transaction, the restrictions will also be released based on the prescribed number of months.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the end of the restriction period or at another time specified in the agreement.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors; 5,350 shares
Total Stock-Based CompensationMonetary compensation receivables: ¥13,396,400 in total. The annual compensation limit is ¥40 million or less.
Impact on Business PerformanceNo specific impact on business performance is stated.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 directors with an incentive to achieve sustained growth in corporate value and promote the sharing of value with shareholders.

How to read this page

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors | ZAOH COMPANY,LTD. (9986) timely disclosure | Komori