[Ootoya] Issue of New Shares with Transfer Restrictions｜August 12, 2026

Overview of Capital Policy

On August 12, 2026, Ootoya Holdings will issue a total of 4,500 new shares to five directors as part of a share compensation scheme with transfer restrictions. The issuance price is 8,280 yen per share, for a total of 37,260,000 yen. This scheme aims to secure excellent management talent and enhance corporate value, with the transfer restriction period lasting until the directors retire or resign. The scheme includes provisions for transfer restriction release or free acquisition under certain conditions.

Incentives for Directors and Future Outlook

The issuance of new shares is designed to motivate the targeted directors and promote long-term corporate value improvement. Through this scheme, directors share in the company's value via shares, encouraging sustainable management improvements. The dilution from issuance is expected to be limited, and ongoing monitoring will be necessary to evaluate the scheme's operational status and effects amid future management strategies and organizational restructuring.