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Share Issuance and Disposal145AL is B Corp.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 24,260 common shares as restricted stock compensation to its directors, executive officers, employees and subsidiary directors. The grant comprises 16,172 shares subject to service conditions and 8,088 shares subject to performance conditions, including a market capitalization of at least ¥10 billion.

Worth reading
59In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.47
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much

24,260 common shares (16,172 subject to service conditions and 8,088 subject to performance conditions)

Directors of the Company (excluding outside directors)3 / 13,163 shares (8,775 subject to service conditions and 4,388 subject to performance conditions)
The Company's executive officers who do not concurrently serve as directors5 / 7,610 shares (5,073 subject to service conditions and 2,537 subject to performance conditions)
Employees of the Company1 / 1,163 shares (775 subject to service conditions and 388 subject to performance conditions)
Directors of the Company's subsidiaries1 / 2,324 shares (1,549 subject to service conditions and 775 subject to performance conditions)

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.

¥775 per share
Total issue value

¥18,801,500

Amount of funds to be raised
Total payment amount of ¥18,801,500; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥18,801,500. The annual cap on total compensation for eligible directors is ¥60,000 thousand or less.
Existing Shares and Increase
+0.47%Rate of increase
5,124,800 shares5,149,060Shares

0.47% (based on 5,124,800 shares outstanding as of 30 June 2025)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
Shares subject to service conditions: 24 April 2026 to 23 April 2076 (50 years); shares subject to performance conditions: the payment date to 24 April 2029 (3 years)
Conditions for lifting transfer restrictions
Shares subject to service conditions: continued service in the designated position throughout the restriction period. Shares subject to performance conditions: continued service in the designated position and a market capitalization of at least ¥10 billion, calculated based on the closing price on 1 March 2027 and the number of shares outstanding after deducting treasury shares.
Reason for acquisition without consideration
If the recipient engages in an act that violates laws or regulations or otherwise falls under certain events specified in the relevant allotment agreement. For shares subject to performance conditions, if the recipient resigns or retires from the designated position before the point immediately preceding 1 March 2027. If any shares remain subject to restrictions when the restriction period expires or the restrictions are released.
Categories and Number of Persons Covered
The Company's directors (excluding outside directors): 3 people and 13,163 shares; the Company's executive officers who do not concurrently serve as directors: 5 people and 7,610 shares; the Company's employees: 1 person and 1,163 shares; directors of the Company's subsidiaries: 1 person and 2,324 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any manner. The restriction period is 50 years for shares subject to service conditions and 3 years for shares subject to performance conditions.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥775. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 16th Annual General Meeting of Shareholders held on 25 March 2026, approval was obtained for the restricted stock compensation plan and the compensation cap and other related matters.
Impact on Business Performance
The impact on shareholders is immaterial. In light of the purpose of the plan, the Company determined that the issuance was reasonable.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of24,260 common shares (16,172 subject to service conditions and 8,088 subject to performance conditions)
Issue price and disposal price¥775 per share
Total issue value¥18,801,500
Amount of funds to be raisedTotal payment amount of ¥18,801,500; estimated net proceeds Not disclosed
Payment date24 April 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 13,163 shares (8,775 subject to service conditions and 4,388 subject to performance conditions), Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of Shares 7,610 shares (5,073 subject to service conditions and 2,537 subject to performance conditions), Name Employees of the Company / Number of Employees 1 / Number of Shares 1,163 shares (775 subject to service conditions and 388 subject to performance conditions), Name Directors of the Company's subsidiaries / Number of Employees 1 / Number of Shares 2,324 shares (1,549 subject to service conditions and 775 subject to performance conditions)
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any manner. The restriction period is 50 years for shares subject to service conditions and 3 years for shares subject to performance conditions.
Dilution Rate0.47% (based on 5,124,800 shares outstanding as of 30 June 2025)
Total number of issued shares5,124,800 shares → 5,149,060 shares(0.47%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥775. No discount or premium was stated.
Transfer restriction periodShares subject to service conditions: 24 April 2026 to 23 April 2076 (50 years); shares subject to performance conditions: the payment date to 24 April 2029 (3 years)
Conditions for lifting transfer restrictionsShares subject to service conditions: continued service in the designated position throughout the restriction period. Shares subject to performance conditions: continued service in the designated position and a market capitalization of at least ¥10 billion, calculated based on the closing price on 1 March 2027 and the number of shares outstanding after deducting treasury shares.
Reason for acquisition without considerationIf the recipient engages in an act that violates laws or regulations or otherwise falls under certain events specified in the relevant allotment agreement. For shares subject to performance conditions, if the recipient resigns or retires from the designated position before the point immediately preceding 1 March 2027. If any shares remain subject to restrictions when the restriction period expires or the restrictions are released.
Categories and Number of Persons CoveredThe Company's directors (excluding outside directors): 3 people and 13,163 shares; the Company's executive officers who do not concurrently serve as directors: 5 people and 7,610 shares; the Company's employees: 1 person and 1,163 shares; directors of the Company's subsidiaries: 1 person and 2,324 shares
Total Stock-Based CompensationTotal monetary claims of ¥18,801,500. The annual cap on total compensation for eligible directors is ¥60,000 thousand or less.
Procedures under the Corporate Code of ConductAt the 16th Annual General Meeting of Shareholders held on 25 March 2026, approval was obtained for the restricted stock compensation plan and the compensation cap and other related matters.
Impact on Business PerformanceThe impact on shareholders is immaterial. In light of the purpose of the plan, the Company determined that the issuance was reasonable.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 incentives for the sustained enhancement of corporate value and promote value sharing with shareholders, as well as to provide incentives for medium-term earnings and share price growth.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | L is B Corp. (145A) timely disclosure | Komori