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Share Issuance and Disposal9987SUZUKEN CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 36,366 treasury shares as stock-based compensation for directors, executive officers and other eligible personnel. The recipients are the Company's directors, executive officers and advisors, and directors of its subsidiaries. The shares will be subject to transfer restrictions for up to 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much36,366Shares

36,366 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)4 / 7,743 shares
The Company's executive officers and advisors26 / 21,923 shares
Directors of subsidiaries of the Company15 / 6,700 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.

¥4,977 per share
Total issue value

¥180,993,582

Amount of funds to be raised
Total payment amount: ¥180,993,582; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims totaling ¥180,993,582 (¥38,536,911 for directors, ¥109,110,771 for executive officers and advisors, and ¥33,345,900 for directors of subsidiaries)
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
24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains in one of the prescribed positions as a director, executive officer, advisor, executive, or full-time corporate advisor of the Company or one of its subsidiaries through the prescribed period, all transfer restrictions on the shares allotted under this arrangement that are held at the end of the period will be lifted. If the recipient leaves the position for a valid reason, the number of shares and the timing of the lifting of the restrictions will be reasonably adjusted.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if, after the transfer restriction period begins and before the prescribed date, the recipient leaves an eligible position at the Company or one of its subsidiaries without a valid reason, if the transfer restrictions have not been lifted at the end of the transfer restriction period, or if the transfer restrictions have not been lifted in connection with a reorganization or other event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 7,743 shares, Category The Company's executive officers and advisors / Number of Employees 26 / Number of allocated shares 21,923 shares, Category Directors of subsidiaries of the Company / Number of Employees 15 / Number of allocated shares 6,700 shares
Payment date
24 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 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,977. No discount or premium rate 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 of36,366 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥4,977 per share
Total issue value¥180,993,582
Amount of funds to be raisedTotal payment amount: ¥180,993,582; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of Shares 7,743 shares, Category The Company's executive officers and advisors / Number of Employees 26 / Number of Shares 21,923 shares, Category Directors of subsidiaries of the Company / Number of Employees 15 / Number of Shares 6,700 shares
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 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,977. No discount or premium rate was stated.
Transfer restriction period24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains in one of the prescribed positions as a director, executive officer, advisor, executive, or full-time corporate advisor of the Company or one of its subsidiaries through the prescribed period, all transfer restrictions on the shares allotted under this arrangement that are held at the end of the period will be lifted. If the recipient leaves the position for a valid reason, the number of shares and the timing of the lifting of the restrictions will be reasonably adjusted.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if, after the transfer restriction period begins and before the prescribed date, the recipient leaves an eligible position at the Company or one of its subsidiaries without a valid reason, if the transfer restrictions have not been lifted at the end of the transfer restriction period, or if the transfer restrictions have not been lifted in connection with a reorganization or other event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 7,743 shares, Category The Company's executive officers and advisors / Number of Employees 26 / Number of allocated shares 21,923 shares, Category Directors of subsidiaries of the Company / Number of Employees 15 / Number of allocated shares 6,700 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥180,993,582 (¥38,536,911 for directors, ¥109,110,771 for executive officers and advisors, and ¥33,345,900 for directors of subsidiaries)
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateExercise 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SUZUKEN CO.,LTD. (9987) timely disclosure | Komori