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Share Issuance and Disposal189AD&M COMPANY CO.,LTDInformation and Communications, Services and Others

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

The Company resolved to newly issue 10,000 common shares to 4 directors as restricted stock compensation. The shares will be subject to transfer restrictions until the directors retire from office, and the Company will acquire them without consideration if certain conditions are not met.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
10000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much10,000Shares

10,000 common shares (new shares)

4 directors (excluding outside directors)10,000 shares

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

¥1,048 per share
Total issue value

¥10,480,000

Amount of funds to be raised
The total ¥10,480,000 in monetary compensation claims will be contributed in kind, so no cash proceeds will be raised by the Company. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥10,480,000. The annual compensation limit under this plan is ¥20 million.
発行済株式総数

0.43% (as a percentage of the total number of shares issued as of 31 May 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
From 15 October 2026 until the date on which they retire from office as directors of the Company
Conditions for lifting transfer restrictions
The recipient must continuously remain a director of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date until the date of the Company's annual general meeting of shareholders held in the following year. If the recipient retires from office due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be partially lifted according to the number of months served. In the event of a reorganisation or other similar event, the restrictions will also be lifted according to the prescribed number of months.
Reason for acquisition without consideration
If the transfer restrictions have not been lifted when the restriction period expires.
Categories and Number of Persons Covered
4 directors (excluding outside directors); 10,000 shares allocated
Intended allottee's holding policy
From 15 October 2026 until the date on which they retire from office as directors of the Company, the recipients must not transfer the shares, create security interests over them or otherwise dispose of them. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the restriction period expires.
Payment date
15 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 14 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,048. No discount or premium.
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 of10,000 common shares (new shares)
Issue price and disposal price¥1,048 per share
Total issue value¥10,480,000
Amount of funds to be raisedThe total ¥10,480,000 in monetary compensation claims will be contributed in kind, so no cash proceeds will be raised by the Company. Estimated net proceeds: Not disclosed
Payment date15 October 2026
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 10,000 shares
Intended allottee's holding policyFrom 15 October 2026 until the date on which they retire from office as directors of the Company, the recipients must not transfer the shares, create security interests over them or otherwise dispose of them. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the restriction period expires.
Dilution Rate0.43% (as a percentage of the total number of shares issued as of 31 May 2026)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 14 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,048. No discount or premium.
Transfer restriction periodFrom 15 October 2026 until the date on which they retire from office as directors of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously remain a director of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date until the date of the Company's annual general meeting of shareholders held in the following year. If the recipient retires from office due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be partially lifted according to the number of months served. In the event of a reorganisation or other similar event, the restrictions will also be lifted according to the prescribed number of months.
Reason for acquisition without considerationIf the transfer restrictions have not been lifted when the restriction period expires.
Categories and Number of Persons Covered4 directors (excluding outside directors); 10,000 shares allocated
Total Stock-Based CompensationTotal monetary compensation claims of ¥10,480,000. The annual compensation limit under this plan is ¥20 million.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise 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 directors with an incentive to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders.

How to read this page

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | D&M COMPANY CO.,LTD (189A) timely disclosure | Komori