Komori
Share Issuance and Disposal2130Members Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to grant 20,722 restricted shares as compensation to 2 directors and 9 executive officers through the disposal of treasury shares. The transfer restriction period will run for 3 years, from 17 July 2026 to 16 July 2029.

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Direction
Neutral
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Scale
20722
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much20,722Shares

20,722 common shares of the Company (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)7,357 shares
9 executive officers of the Company who do not concurrently serve as directors13,365 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.

¥1,073 per share
Total issue value

¥22,234,706

Amount of funds to be raised
Total amount to be paid: ¥22,234,706; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥22,234,706. The annual compensation limit for eligible directors is ¥50 million or less.
発行済株式総数

Not applicable (disposal of treasury shares)

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
17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the eligible recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer who does not concurrently serve as a director, employee, adviser, consultant or other equivalent position. If the recipient leaves office or retires due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted. The Company will also acquire without consideration any shares whose transfer restrictions are not lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 7,357 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 13,365 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of in any manner. If the eligible recipient remains continuously in the prescribed position throughout the period, all transfer restrictions will be lifted upon expiration of the period.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution. The discount and premium rates are both 0%.
Procedures under the Corporate Code of Conduct
The matter was referred to the voluntary Nomination and Compensation Committee for consultation.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of20,722 common shares of the Company (treasury shares)
Issue price and disposal price¥1,073 per share
Total issue value¥22,234,706
Amount of funds to be raisedTotal amount to be paid: ¥22,234,706; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 7,357 shares, Name 9 executive officers of the Company who do not concurrently serve as directors / Number of Shares 13,365 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of in any manner. If the eligible recipient remains continuously in the prescribed position throughout the period, all transfer restrictions will be lifted upon expiration of the period.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution. The discount and premium rates are both 0%.
Transfer restriction period17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the eligible recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer who does not concurrently serve as a director, employee, adviser, consultant or other equivalent position. If the recipient leaves office or retires due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted. The Company will also acquire without consideration any shares whose transfer restrictions are not lifted in connection with a corporate reorganization.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 7,357 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 13,365 shares
Total Stock-Based CompensationTotal monetary claims of ¥22,234,706. The annual compensation limit for eligible directors is ¥50 million or less.
Procedures under the Corporate Code of ConductThe matter was referred to the voluntary Nomination and Compensation Committee for consultation.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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 raise the motivation and morale of the eligible recipients toward increasing corporate value over the medium to long term and promote shared value with shareholders. The grant is also intended to further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Members Co.,Ltd. (2130) timely disclosure | Komori