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Share Issuance and Disposal9989SUNDRUG CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was resolved to dispose of 15,300 treasury shares to 8 directors and executive officers as restricted stock compensation. The total disposal amount is ¥58,247,100, and the shares may not be transferred for a specified period.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数15,300Shares

Treasury shares, common stock: 15,300 shares

Intended allottee
Category 4 of the Company's directors, excluding outside directors / Number of Shares Not disclosed, Category 4 executive officers who do not concurrently serve as directors of the Company / Number of Shares Not disclosed
¥3,807 per share
Total issue value

¥58,247,100

Amount of funds to be raised
Total payment amount: ¥58,247,100 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary claims: ¥58,247,100
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 17 July 2026 until immediately after the eligible recipient retires or resigns from the prescribed position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the eligible recipient continuously holds the prescribed position throughout the service period, all of the transfer restrictions will be lifted when the restricted transfer period expires. If the eligible recipient retires or resigns upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If the eligible recipient engages in a violation of laws or regulations during the restricted transfer period or otherwise falls under a circumstance specified in the relevant allotment agreement; if any shares remain subject to transfer restrictions; or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 4 executive officers who do not concurrently serve as directors of the Company; total: 8 people. Total: 15,300 shares.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,807. The Company determined that this did not constitute a particularly favorable price.
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, common stock: 15,300 shares
Issue price and disposal price¥3,807 per share
Total issue value¥58,247,100
Amount of funds to be raisedTotal payment amount: ¥58,247,100 (estimated net proceeds: Not disclosed)
Payment date17 July 2026
Intended allotteeCategory 4 of the Company's directors, excluding outside directors / Number of Shares Not disclosed, Category 4 executive officers who do not concurrently serve as directors of the Company / Number of Shares Not disclosed
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,807. The Company determined that this did not constitute a particularly favorable price.
Transfer restriction periodFrom 17 July 2026 until immediately after the eligible recipient retires or resigns from the prescribed position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the eligible recipient continuously holds the prescribed position throughout the service period, all of the transfer restrictions will be lifted when the restricted transfer period expires. If the eligible recipient retires or resigns upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf the eligible recipient engages in a violation of laws or regulations during the restricted transfer period or otherwise falls under a circumstance specified in the relevant allotment agreement; if any shares remain subject to transfer restrictions; or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 4 executive officers who do not concurrently serve as directors of the Company; total: 8 people. Total: 15,300 shares.
Total Stock-Based CompensationTotal monetary claims: ¥58,247,100
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 provide the eligible recipients with an incentive to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SUNDRUG CO.,LTD. (9989) timely disclosure | Komori