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Share Issuance and Disposal153ACaulis Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Employees

The Company has resolved to grant 43,000 common shares as restricted stock to 19 employees through the disposal of treasury shares. The payment date is 11 September 2026, and the shares will be subject to a 2-year transfer restriction.

Worth reading
47Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
43000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as grants of restricted stock

Who receives how much43,000Shares

43,000 common shares of the Company (treasury shares)

19 employees of the Company43,000 shares

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

¥1,395 per share
Total issue value

¥59,985,000

Amount of funds to be raised
Total payment amount: ¥59,985,000; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥59,985,000
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

0.7% (as a percentage of the total number of issued shares as of 30 June 2026)

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
2 years, from 11 September 2026 to 11 September 2028
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously employed by the Company during the transfer restriction period, all transfer restrictions on the allocated shares held at the end of the period will be lifted. If the recipient ceases to be an employee due to death, expiration of the employment term or any other reason deemed legitimate by the Company, the restrictions will be lifted for the number of shares corresponding to the period of employment.
Reason for acquisition without consideration
At the end of the transfer restriction period, or on the day following the date on which an eligible employee ceases to be an employee of the Company during the transfer restriction period, the Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
19 employees of the Company, 43,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of. The transfer restriction period runs from 11 September 2026 to 11 September 2028.
Payment date
11 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,395. No discount or premium was stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as grants of restricted stock
Number of shares to be issued or disposed of43,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,395 per share
Total issue value¥59,985,000
Amount of funds to be raisedTotal payment amount: ¥59,985,000; estimated net proceeds: not disclosed
Payment date11 September 2026
Intended allotteeName 19 employees of the Company / Number of Shares 43,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of. The transfer restriction period runs from 11 September 2026 to 11 September 2028.
Dilution Rate0.7% (as a percentage of the total number of issued shares as of 30 June 2026)
Total number of issued sharesThe total number of issued shares will not increase because this is 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 25 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,395. No discount or premium was stated.
Transfer restriction period2 years, from 11 September 2026 to 11 September 2028
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously employed by the Company during the transfer restriction period, all transfer restrictions on the allocated shares held at the end of the period will be lifted. If the recipient ceases to be an employee due to death, expiration of the employment term or any other reason deemed legitimate by the Company, the restrictions will be lifted for the number of shares corresponding to the period of employment.
Reason for acquisition without considerationAt the end of the transfer restriction period, or on the day following the date on which an eligible employee ceases to be an employee of the Company during the transfer restriction period, the Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered19 employees of the Company, 43,000 shares
Total Stock-Based CompensationTotal monetary receivables: ¥59,985,000
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 employees with a further opportunity to share value with shareholders and increase their incentive to enhance the Company's corporate value over the medium to long term. The Company also took into account the purpose of the plan and the Company's performance.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Employees | Caulis Inc. (153A) timely disclosure | Komori