Takashima Announces Disposal of Treasury Shares as Restricted Share-Based Remuneration

To whom it may concern,

June 24, 2025

Company name: Takashima & Co., Ltd.

Name of representative:Koichi Takashima, President and

Representative Director (Securities code: 8007; Prime Market of the Tokyo Stock Exchange)

Inquiries: Takahisa Tokumoto, General Manager of Planning & Management Department (Telephone: +81-3-5217-7248)

Takashima & Co., Ltd. (the "Company") hereby announces that it has resolved, at a meeting of the Board of Directors held today, to dispose of treasury shares (the "Disposal of Treasury Shares" or the "Disposal") as described below.

1. Overview of the Disposal

   (1) Date of the Disposal	July 23, 2025
   (2) Class and number of shares to be disposed of	27,292 shares of common shares of the Company
   (3) Disposal price	1,444 yen per share
   (4) Total amount of the Disposal	39,409,648 yen
   Disposal recipients, the number of such (5) recipients and the number of shares to be disposed of	Directors (excluding Directors who are Audit and Supervisory Committee Members): 4 persons, 11,771 shares Directors who are Audit and Supervisory Committee Members: 5 persons, 2,350 shares Senior Executive Officers of the Company who do not concurrently serve as Directors: 3 persons, 4,236 shares Executive Officers of the Company who do not concurrently serve as Directors: 5 persons, 4,705 shares General Managers and other officers equivalent thereto of the Company: 9 persons, 4,230 shares

2. Purpose and reason for the disposition

   At the Board of Directors meeting held on May 17, 2024, the Company resolved to review

   restricted stock compensation (hereinafter referred to as the "Plan"), one of the plans of remuneration for directors (and other offices) for the Company's directors (excluding directors who are Audit and Supervisory Committee Members), to newly add the Company's outside directors to the eligible persons of the Plan, with the aim of providing incentives for the sustainable improvement of the corporate value and to further promote value sharing with our shareholders, and to partially revise the Plan for the Company's directors (excluding Directors who are Audit and Supervisory Committee Members), and to introduce the Plan for directors (hereinafter collectively referred to as the "Eligible Directors" together with the Company's directors (excluding directors who are Audit and Supervisory Committee Members)) who are Audit and Supervisory Committee Members in the Company, similar to that for the Company's directors (excluding directors who are Audit and Supervisory Committee Members.), with the aim of providing an incentive to prevent damage to the corporate value of the Company and maintain its credibility, and to further share the value with shareholders. The resolution was approved at the 136th Ordinary General Meeting of Shareholders held on June 25, 2024. In addition, at the 136th Ordinary General Meeting of Shareholders held on June 25, 2024, approved were that the total amount of monetary compensation receivables to be paid to the Company's directors (excluding directors who are Audit and Supervisory Committee Members) under the Plan will be 60 million yen or less per year (of which 10 million yen or less will be paid to outside directors; provided, however, that this does not include employee salaries for directors who concurrently serve as employees), the total number of common stocks of the Company to be issued or disposed of shall be changed to 96,000 shares per year (of which 16,000 shares or less will be paid to outside directors), the total amount of monetary remuneration payable to directors who are members of the Company's Audit and Supervisory Committee shall not exceed 10 million yen per year, the total number of common stocks of the Company to be issued or disposed of shall be 16,000 shares or less per year, and the transfer restriction period shall be changed from "from the day of allotment to the time immediately after his/her retirement from the position predetermined by the Board of Directors of the Company " to "The period from the day of allotment until immediately after his/her resignation or retirement from a position of officer or employee of the Company or the Company's subsidiary predetermined by the Board of Directors (provided, however, that if the time immediately after such resignation or resignation is before the day on which three months have passed after the business year in which the allotted shares are to be allotted, the end of the transfer restriction period shall be adjusted to a reasonable extent as necessary), " etc.

   The outline of the Plan is as follows.

   [Outline of the Plan, etc.]

   The Eligible Directors will pay all of the monetary compensation claims paid by the Company under the Plan as assets contributed in kind, and will be issued or disposed of with respect to common stocks of the Company. The amount to be paid in per stock shall be determined by the Board of Directors on the basis of the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of each resolution of the Board of Directors (If no transaction has been closed on the same day, the closing price of the most recent transaction day) to the extent that the amount is not particularly favorable to the Eligible Directors who subscribe for the said common stock.

   In addition, upon the issuance or disposition of the Company's common stocks under the Plan, the Company and the Eligible Directors shall enter into a restricted stock allotment agreement, which shall include provisions such as (1) that the Eligible Directors shall be, for a certain period of time, forbidden from transferring to third parties, creation of security interests, and any other disposition of the Company's common stocks allotted under the restricted stock allotment agreement, and (2) that the Company shall acquire such common stocks gratis in the event of certain events.

   Based on the resolution of the Board of Directors, senior executive officers who do not concurrently serve as directors, executive officers who do not concurrently serve as directors, general managers and other officers equivalent thereto of the Company shall, in accordance with the procedures for Eligible Directors, pay all of the monetary compensation claims paid by the Company as property contributed in kind and receive issuance or dispose of the common stocks of the Company. (Hereinafter, Eligible Directors, senior executive officers who do not concurrently serve as directors of the Company, executive officers who do not concurrently serve as directors, general managers and officers equivalent thereto shall be collectively referred to as the "Eligible Directors, etc.")

   After consultation with the Compensation Committee or consultation with directors who are Audit and Supervisory Committee Members, and taking into consideration the purpose of the Plan, the Company's business conditions, the scope of responsibilities of each of the Eligible Directors, etc. and various circumstances, the Company has decided to grant a total of 39,409,648 yen of monetary compensation claims (hereinafter referred to as the "Monetary Compensation Claims") and 27,292 shares of common stocks with the aim of further motivating each of the Eligible Directors, etc.

   In the disposition of treasury shares, the 26 Eligible Directors, etc., who are the scheduled allottees, will pay all of the Monetary Compensation Claims to the Company as property contributed in kind under the Plan and receive disposition of common stocks of the Company (hereinafter

   referred to as the "Allotted Stocks"). An outline of the restricted stock allocation agreement (hereinafter referred to as the "Allotment Agreement") to be concluded between the Company and the Eligible Directors, etc. in connection with the disposition of treasury shares is as described in 3. below.

3. Outline of the Allocation Agreement

   1. Transfer restriction period

      The period from July 23, 2025 (hereinafter referred to as the "Disposition Date".) until the day on which the person resigned or retired from being a director, an executive managing officer who does not concurrently serve as a director, an employee, or any other position equivalent thereto (not limited to a position as of the Disposition Date, but also including a position to continuously execute business for the Company based on an entrustment contract, employment contract, or business consignment contract, etc. with the Company after resignation, etc. from a position as of the Disposition Date) of the Company, or June 30, 2026 arrives, whichever comes later

   2. Conditions for cancellation of transfer restrictions

      The transfer restriction will be cancelled for all of the allotted stocks at the time of expiration of the transfer restriction period on the condition that each of the Eligible Directors, etc. has been in any position of director, executive officer who does not concurrently serve as director, employee, or any other position equivalent thereto of the Company continuously during the period from the commencement date of execution of duties until immediately prior to the conclusion of the first annual general meeting of shareholders thereof (However, in the case where the Eligible Directors, etc. are senior executive officers who do not concurrently serve as directors, executive officers who do not concurrently serve as directors, general managers and other officers equivalent thereto, the term shall be deemed to be replaced with the period from the commencement date of the business year in which the Disposition Date falls to the last day of such business year; hereinafter referred to as the "Service Period".).

   3. Handling in the event that the Eligible Director, etc. resigns or retires due to expiration of the term of office, retirement age or other justifiable reasons (This includes resignation or retirement due to death, but does not include voluntary resignation. The same shall apply hereinafter.) during the Service Period or after the Service Period and before the transfer restriction period expires

      1. Time of cancellation of transfer restrictions

         If the Eligible Director, etc. resigns or retires from the position of director, executive officer who does not concurrently serve as director, employee, or any other position equivalent thereto of the Company due to the expiration of the term of office, retirement age, or any other justifiable reason, the transfer restriction shall be cancelled immediately after the resignation or retirement of the Eligible Director, etc.

      2. Number of stocks subject to cancellation of transfer restrictions

         The number of stocks (If a fraction less than one stock occurs as a result of the calculation, it will be rounded down.) shall be obtained by multiplying the number of allotted stocks held at the time of resignation or retirement specified in (i) above by the number obtained by dividing the number of months from the month including the Disposition Date (If the Eligible Director, etc. is a senior executive officer who does not concurrently serve as a director, an executive officer who does not concurrently serve as a director, or a general manager, this shall be deemed to be the first day of the business year to which the Disposition Date belongs.) to the month including the date of resignation or retirement of the Eligible Directors, etc. by the number of months during the Service Period (12) (If the number is greater than 1, use 1.).

   4. Acquisition by the Company without consideration

      If an Eligible Director, etc. commits an act in violation of laws and regulations or falls under any other specified event stipulated in the Allotment Agreement during the transfer restriction period, the Company shall, as a matter of course, acquire all of the allotted stocks held at that time without consideration. In addition, the Company will naturally acquire the allotted stocks, for which the transfer restrictions have not been cancelled, without consideration immediately after the expiration of the transfer restriction period or the cancellation of the transfer restrictions set forth in (3) above.

   5. Treatment in organizational restructuring, etc.

During the transfer restriction period, if a merger agreement under which the Company becomes the dissolved company, a share exchange agreement or share transfer plan under which the Company becomes a wholly-owned subsidiary, or other matters related to organizational restructuring, etc. are approved at a general meeting of shareholders (provided, however, that in cases where the organizational restructuring, etc. does not require approval by a shareholders meeting of the Company, the board of directors of the Company) of the Company, the transfer restriction related to such matters will be cancelled by a resolution of