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Share Issuance and Disposal9997BELLUNA CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to make in-kind contributions of monetary compensation receivables from 12 directors and dispose of 27,740 treasury shares as restricted stock. In principle, the shares may not be transferred for 3 years.

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Neutral
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Scale
27740
Shares
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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 much27,740Shares

27,740 common shares of the Company (treasury shares)

8 directors of the Company, excluding directors who are Audit & Supervisory Committee members25,682 shares
4 of the Company's directors who are Audit and Supervisory Committee Members2,058 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.

¥1,069 per share
Total issue value

¥29,654,060

Amount of funds to be raised
not disclosed (no cash proceeds, as the disposal is made through in-kind contributions of compensation receivables)
Total Stock-Based Compensation
Monetary compensation receivables of ¥29,654,060 (¥27,454,058 for directors and ¥2,200,002 for directors who are Audit & Supervisory Committee members)
発行済株式総数

The total number of shares issued will not increase because this is solely 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
21 August 2026 to 20 August 2029 (3 years)
Conditions for lifting transfer restrictions
The holder must continuously hold a position as a director, executive officer or employee of the Company or one of its subsidiaries throughout the transfer restriction period. If the holder resigns or retires for a valid reason, the number of shares subject to release and the timing of release will be adjusted reasonably.
Reason for acquisition without consideration
If the holder resigns or retires from all positions as a director, executive officer or employee of the Company or one of its subsidiaries before the expiration of the transfer restriction period without a reason deemed valid. If any shares remain subject to the transfer restrictions when the transfer restriction period expires. If any shares remain subject to the transfer restrictions as a result of a corporate reorganization or similar event.
Categories and Number of Persons Covered
Category Directors of the Company, excluding directors who are Audit and Supervisory Committee Members / Number of Employees 8 independent officers / Number of allocated shares 25,682 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 4 / Number of allocated shares 2,058 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. Upon expiration of the transfer restriction period, the restrictions will be lifted on shares for which the conditions, including continued service, have been satisfied.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,069. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the Annual General Meeting of Shareholders held on 27 June 2018, approval was obtained for monetary compensation and other remuneration under this plan. The disposal of treasury shares was resolved at a meeting of the Board of Directors held on 23 July 2026.
Impact on Business Performance
No information is provided regarding the impact on financial results
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 of27,740 common shares of the Company (treasury shares)
Issue price and disposal price¥1,069 per share
Total issue value¥29,654,060
Amount of funds to be raisednot disclosed (no cash proceeds, as the disposal is made through in-kind contributions of compensation receivables)
Payment date21 August 2026
Intended allotteeName 8 directors of the Company, excluding directors who are Audit & Supervisory Committee members / Number of Shares 25,682 shares, Name 4 of the Company's directors who are Audit and Supervisory Committee Members / Number of Shares 2,058 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. Upon expiration of the transfer restriction period, the restrictions will be lifted on shares for which the conditions, including continued service, have been satisfied.
Total number of issued sharesThe total number of shares issued will not increase because this is solely a 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 on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,069. No discount or premium applies.
Transfer restriction period21 August 2026 to 20 August 2029 (3 years)
Conditions for lifting transfer restrictionsThe holder must continuously hold a position as a director, executive officer or employee of the Company or one of its subsidiaries throughout the transfer restriction period. If the holder resigns or retires for a valid reason, the number of shares subject to release and the timing of release will be adjusted reasonably.
Reason for acquisition without considerationIf the holder resigns or retires from all positions as a director, executive officer or employee of the Company or one of its subsidiaries before the expiration of the transfer restriction period without a reason deemed valid. If any shares remain subject to the transfer restrictions when the transfer restriction period expires. If any shares remain subject to the transfer restrictions as a result of a corporate reorganization or similar event.
Categories and Number of Persons CoveredCategory Directors of the Company, excluding directors who are Audit and Supervisory Committee Members / Number of Employees 8 independent officers / Number of allocated shares 25,682 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 4 / Number of allocated shares 2,058 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥29,654,060 (¥27,454,058 for directors and ¥2,200,002 for directors who are Audit & Supervisory Committee members)
Procedures under the Corporate Code of ConductAt the Annual General Meeting of Shareholders held on 27 June 2018, approval was obtained for monetary compensation and other remuneration under this plan. The disposal of treasury shares was resolved at a meeting of the Board of Directors held on 23 July 2026.
Impact on Business PerformanceNo information is provided regarding the impact on financial results
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 provide the eligible Directors with an incentive to achieve sustainable growth in corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | BELLUNA CO.,LTD. (9997) timely disclosure | Komori