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Share Issuance and Disposal9993YAMAZAWA CO.,LTD.Retail

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

The Company resolved to dispose of 8,126 shares of treasury stock at no charge to 6 directors as restricted stock. The shares may not be transferred for a specified period or until the holder ceases to hold the position of director or another designated position.

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9418034
¥
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,126Shares

8,126 shares of the Company’s common stock (treasury shares)

6 directors of the Company, totaling 8,126 shares

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

¥1,159 per share
Total issue value

¥9,418,034

Amount of funds to be raised
No payment is required. Total amount paid: ¥0; estimated net proceeds: ¥0
Total Stock-Based Compensation
¥9,418,034 (¥1,159 per share × 8,126 shares). The annual compensation limit is ¥10 million or less.
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 26 June 2026 (the allotment date) until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The holder must continuously hold a position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries from 26 June 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending February 2027. If the holder ceases to hold the position due to death or another reason deemed legitimate by the Company’s Board of Directors, the restrictions will be lifted on the number of shares calculated by multiplying the number of shares allotted under this arrangement by the number of months from May 2026 through the month that includes the date on which the holder ceased to hold the position, divided by 12, capped at 1.
Reason for acquisition without consideration
At the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 directors of the Company, totaling 8,126 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of. Any shares for which the restrictions have not been lifted upon expiration of the restricted period will be acquired by the Company at no charge.
Payment date
Not applicable (free allotment)
Basis for determining the amount to be paid
Calculated based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on 27 May 2026, which was ¥1,159. No discount or premium was specified.
Procedures under the Corporate Code of Conduct
At the 60th Annual General Meeting of Shareholders held on 26 May 2022, approval was obtained for this plan, the upper limit on the number of shares to be issued or disposed of, and the upper limit on the amount of compensation.
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 of8,126 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥1,159 per share
Total issue value¥9,418,034
Amount of funds to be raisedNo payment is required. Total amount paid: ¥0; estimated net proceeds: ¥0
Payment dateNot applicable (free allotment)
Intended allottee6 directors of the Company, totaling 8,126 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of. Any shares for which the restrictions have not been lifted upon expiration of the restricted period will be acquired by the Company at no charge.
Basis for determining the amount to be paidCalculated based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on 27 May 2026, which was ¥1,159. No discount or premium was specified.
Transfer restriction periodFrom 26 June 2026 (the allotment date) until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe holder must continuously hold a position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries from 26 June 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending February 2027. If the holder ceases to hold the position due to death or another reason deemed legitimate by the Company’s Board of Directors, the restrictions will be lifted on the number of shares calculated by multiplying the number of shares allotted under this arrangement by the number of months from May 2026 through the month that includes the date on which the holder ceased to hold the position, divided by 12, capped at 1.
Reason for acquisition without considerationAt the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 directors of the Company, totaling 8,126 shares
Total Stock-Based Compensation¥9,418,034 (¥1,159 per share × 8,126 shares). The annual compensation limit is ¥10 million or less.
Procedures under the Corporate Code of ConductAt the 60th Annual General Meeting of Shareholders held on 26 May 2022, approval was obtained for this plan, the upper limit on the number of shares to be issued or disposed of, and the upper limit on the amount of compensation.
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 underwriterOverallotmentStock Split RatioMost 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 directors with an incentive to sustainably enhance the corporate value of the Company Group and promote value sharing between the directors and shareholders. The Company also took into consideration its performance, the scope of responsibilities of each eligible director and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors | YAMAZAWA CO.,LTD. (9993) timely disclosure | Komori