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Share Issuance and Disposal2154Open Up Group Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 29,100 treasury shares to 3 directors as restricted stock compensation. The total disposal value is ¥58,898,400, and the shares will be subject to transfer restrictions for 30 years from 23 October 2026.

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Direction
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Scale
29100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much29,100Shares

Number of shares to be issued/disposed of: 29,100 treasury shares

3 directors (excluding outside directors and directors who are Audit and Supervisory Committee members)29,100 shares

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

¥2,024 per share
Total issue value

¥58,898,400

Amount of funds to be raised
In-kind contribution of monetary compensation claims totaling ¥58,898,400. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims totaling ¥58,898,400. The total annual compensation under the plan is capped at ¥400 million.
発行済株式総数

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

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
From 23 October 2026 through 22 October 2056 (30 years)
Conditions for lifting transfer restrictions
All of the shares held at the end of the transfer restriction period will be released from the restrictions, provided that the director remains in office through the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. In the event of retirement for a valid reason, the number of shares to be released will be adjusted reasonably based on the period in office.
Reason for acquisition without consideration
If the director retires without a valid reason by the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. Also, if any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions on the business day preceding the effective date of a corporate reorganisation or other similar event.
Categories and Number of Persons Covered
3 directors (excluding outside directors and directors who are Audit and Supervisory Committee members), 29,100 shares
Intended allottee's holding policy
The shares are to be held on a long-term, stable basis and to promote value sharing with shareholders. All transfers and other dispositions will be restricted from 23 October 2026 through 22 October 2056.
Payment date
23 October 2026
Basis for determining the amount to be paid
Closing price of the company's common shares on the Tokyo Stock Exchange on 24 September 2026, the business day preceding the date of the Board of Directors' resolution: ¥2,024. Discount rate/premium rate: Not applicable
Procedures under the Corporate Code of Conduct
Approval to continue the plan and related matters was obtained at the 14th annual general meeting of shareholders held on 21 September 2018 and the 19th annual general meeting of shareholders held on 26 September 2023
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 ofNumber of shares to be issued/disposed of: 29,100 treasury shares
Issue price and disposal price¥2,024 per share
Total issue value¥58,898,400
Amount of funds to be raisedIn-kind contribution of monetary compensation claims totaling ¥58,898,400. Estimated net proceeds: Not disclosed
Payment date23 October 2026
Intended allotteeName 3 directors (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 29,100 shares
Intended allottee's holding policyThe shares are to be held on a long-term, stable basis and to promote value sharing with shareholders. All transfers and other dispositions will be restricted from 23 October 2026 through 22 October 2056.
Dilution RateNot applicable (disposal of treasury shares)
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 paidClosing price of the company's common shares on the Tokyo Stock Exchange on 24 September 2026, the business day preceding the date of the Board of Directors' resolution: ¥2,024. Discount rate/premium rate: Not applicable
Transfer restriction periodFrom 23 October 2026 through 22 October 2056 (30 years)
Conditions for lifting transfer restrictionsAll of the shares held at the end of the transfer restriction period will be released from the restrictions, provided that the director remains in office through the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. In the event of retirement for a valid reason, the number of shares to be released will be adjusted reasonably based on the period in office.
Reason for acquisition without considerationIf the director retires without a valid reason by the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. Also, if any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions on the business day preceding the effective date of a corporate reorganisation or other similar event.
Categories and Number of Persons Covered3 directors (excluding outside directors and directors who are Audit and Supervisory Committee members), 29,100 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥58,898,400. The total annual compensation under the plan is capped at ¥400 million.
Procedures under the Corporate Code of ConductApproval to continue the plan and related matters was obtained at the 14th annual general meeting of shareholders held on 21 September 2018 and the 19th annual general meeting of shareholders held on 26 September 2023
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 encourage directors to hold the company's shares on a long-term, stable basis, provide incentives for the sustained enhancement of the corporate value of the company group, and further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Open Up Group Inc. (2154) timely disclosure | Komori