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Share Issuance and Disposal175AWill Smart Co.,LTD.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 15,500 new shares of restricted stock to directors, executive officers, employees and external collaborators, with the shares to be paid for through an in-kind contribution of monetary compensation receivables. The transfer restrictions will be lifted subject to the recipients remaining in office, employed or continuing to provide services for a specified period.

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Direction
Neutral
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Scale
15500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much15,500Shares

15,500 common shares (new shares)

Directors5 / 6,000 shares
Executive officers5 / 6,000 shares
Employees2 / 2,400 shares
External collaborator1 / 1,100 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.

¥647 per share
Total issue value

¥10,028,500

Amount of funds to be raised
As a total of ¥10,028,500 in monetary compensation receivables will be contributed in kind, the approximate net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥10,028,500
発行済株式総数

The allocation to the external collaborator represents 0.07%. Based on the 1,471,400 issued shares as of the end of December 2025, the dilution from all 15,500 new shares is approximately 1.05%.

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
From 24 April 2026 through 23 March 2029
Conditions for lifting transfer restrictions
For directors, all transfer restrictions will be lifted upon expiry of the period provided that they remain continuously in the position of director throughout the period. For executive officers and employees, all restrictions will be lifted provided that they continuously hold one of the applicable positions throughout the period. For external collaborators, all restrictions will be lifted provided that the service agreement is renewed and services continue to be provided. If a recipient retires, leaves employment or terminates the service agreement during the period, the restrictions will be lifted on the number of shares corresponding to the period for which the recipient remained in office, employed or provided services.
Reason for acquisition without consideration
Upon expiry of the transfer restriction period, or upon a recipient's retirement, departure from employment or termination of the service agreement during the period, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors and 6,000 shares, 5 executive officers and 6,000 shares, 2 employees and 2,400 shares, and 1 external collaborator and 1,100 shares
Intended allottee's holding policy
The Company has confirmed that Tabata Hiroshi (田端 浩) will receive the allocation of these shares on the premise that he will continue to provide services in the future and intends to hold the Company's shares over the long term. Transfers and other dispositions will also be restricted from 24 April 2026 through 23 March 2029. The holding policies of the other recipients are Not disclosed.
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 on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥647. No discount or premium is disclosed.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder consent are not required.
Impact on Business Performance
No disclosure has been made regarding the impact on financial results: Not disclosed
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 of15,500 common shares (new shares)
Issue price and disposal price¥647 per share
Total issue value¥10,028,500
Amount of funds to be raisedAs a total of ¥10,028,500 in monetary compensation receivables will be contributed in kind, the approximate net proceeds are Not disclosed
Payment date24 April 2026
Intended allotteeCategory Directors / Number of Employees 5 / Number of Shares 6,000 shares, Category Executive officers / Number of Employees 5 / Number of Shares 6,000 shares, Category Employees / Number of Employees 2 / Number of Shares 2,400 shares, Category External collaborator / Name Tabata Hiroshi (田端 浩) / Number of Employees 1 / Number of Shares 1,100 shares
Intended allottee's holding policyThe Company has confirmed that Tabata Hiroshi (田端 浩) will receive the allocation of these shares on the premise that he will continue to provide services in the future and intends to hold the Company's shares over the long term. Transfers and other dispositions will also be restricted from 24 April 2026 through 23 March 2029. The holding policies of the other recipients are Not disclosed.
Dilution RateThe allocation to the external collaborator represents 0.07%. Based on the 1,471,400 issued shares as of the end of December 2025, the dilution from all 15,500 new shares is approximately 1.05%.
Total number of issued shares1,471,400 shares (as of the end of December 2025) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥647. No discount or premium is disclosed.
Transfer restriction periodFrom 24 April 2026 through 23 March 2029
Conditions for lifting transfer restrictionsFor directors, all transfer restrictions will be lifted upon expiry of the period provided that they remain continuously in the position of director throughout the period. For executive officers and employees, all restrictions will be lifted provided that they continuously hold one of the applicable positions throughout the period. For external collaborators, all restrictions will be lifted provided that the service agreement is renewed and services continue to be provided. If a recipient retires, leaves employment or terminates the service agreement during the period, the restrictions will be lifted on the number of shares corresponding to the period for which the recipient remained in office, employed or provided services.
Reason for acquisition without considerationUpon expiry of the transfer restriction period, or upon a recipient's retirement, departure from employment or termination of the service agreement during the period, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors and 6,000 shares, 5 executive officers and 6,000 shares, 2 employees and 2,400 shares, and 1 external collaborator and 1,100 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥10,028,500
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder consent are not required.
Impact on Business PerformanceNo disclosure has been made regarding the impact on financial results: Not disclosed
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 an incentive for the sustained enhancement of corporate value and promote the sharing of value with shareholders. For external collaborators, the purpose is to ensure the continued provision of services and contribution to the enhancement of corporate value.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Will Smart Co.,LTD. (175A) timely disclosure | Komori