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Share Issuance and Disposal196AMFS,Inc.Financials (excluding banks)

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The company resolved to newly issue 119,600 common shares as restricted stock compensation to a total of 6 directors, employees and directors of subsidiaries. The issue price is ¥320 per share, and the payment date is 23 October 2026.

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60In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
119600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much119,600Shares

119,600 common shares

Directors of the Company (excluding outside directors)3 / 72,800 shares
Employees of the Company1 / 15,600 shares
Directors of subsidiaries of the Company2 / 31,200 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.

¥320 per share
Total issue value

¥38,272,000

Amount of funds to be raised
Because the entire amount of these monetary claims will be contributed in kind, the total payment amount is ¥38,272,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥38,272,000. The annual compensation limit for the covered directors is ¥25 million or less.
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
23 October 2026 to 22 October 2027 (1 year), 23 October 2026 to 22 October 2028 (2 years), 23 October 2026 to 22 October 2029 (3 years)
Conditions for lifting transfer restrictions
During each restricted stock transfer period, the transfer restrictions on all shares will be lifted upon expiry of the relevant period, provided that the recipient remains continuously employed in a designated position at the company or one of its subsidiaries. In the event of retirement or resignation for a legitimate reason, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient engages in an act that violates laws or regulations or falls under another specified event set out in the allocation agreement, or if any shares remain subject to transfer restrictions upon expiry of the restricted stock transfer period or upon retirement or resignation, the company will acquire those shares without consideration.
Categories and Number of Persons Covered
3 company directors (excluding outside directors): 72,800 shares; 1 company employee: 15,600 shares; 2 directors of subsidiaries: 31,200 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Payment date
23 October 2026
Basis for determining the amount to be paid
The closing price of the common shares on the Tokyo Stock Exchange Growth Market on 24 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥320. Discount rate/premium rate: not stated.
Procedures under the Corporate Code of Conduct
At the 17th Annual General Meeting of Shareholders held on 25 September 2026, approval was obtained to revise the total compensation and total number of shares for the covered directors.
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 of119,600 common shares
Issue price and disposal price¥320 per share
Total issue value¥38,272,000
Amount of funds to be raisedBecause the entire amount of these monetary claims will be contributed in kind, the total payment amount is ¥38,272,000; estimated net proceeds: Not disclosed
Payment date23 October 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 72,800 shares, Category Employees of the Company / Number of Employees 1 / Number of Shares 15,600 shares, Category Directors of subsidiaries of the Company / Number of Employees 2 / Number of Shares 31,200 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the common shares on the Tokyo Stock Exchange Growth Market on 24 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥320. Discount rate/premium rate: not stated.
Transfer restriction period23 October 2026 to 22 October 2027 (1 year), 23 October 2026 to 22 October 2028 (2 years), 23 October 2026 to 22 October 2029 (3 years)
Conditions for lifting transfer restrictionsDuring each restricted stock transfer period, the transfer restrictions on all shares will be lifted upon expiry of the relevant period, provided that the recipient remains continuously employed in a designated position at the company or one of its subsidiaries. In the event of retirement or resignation for a legitimate reason, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient engages in an act that violates laws or regulations or falls under another specified event set out in the allocation agreement, or if any shares remain subject to transfer restrictions upon expiry of the restricted stock transfer period or upon retirement or resignation, the company will acquire those shares without consideration.
Categories and Number of Persons Covered3 company directors (excluding outside directors): 72,800 shares; 1 company employee: 15,600 shares; 2 directors of subsidiaries: 31,200 shares
Total Stock-Based CompensationTotal monetary claims: ¥38,272,000. The annual compensation limit for the covered directors is ¥25 million or less.
Procedures under the Corporate Code of ConductAt the 17th Annual General Meeting of Shareholders held on 25 September 2026, approval was obtained to revise the total compensation and total number of shares for the covered directors.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 an incentive to achieve sustained growth in corporate value, promote value sharing with shareholders and further enhance the motivation of the recipients.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | MFS,Inc. (196A) timely disclosure | Komori