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Share Issuance and Disposal2170Link and Motivation Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 45,900 treasury shares as restricted stock, to be provided as compensation to officers and employees. The total disposal price is ¥24,923,700, and the transfer restrictions will be lifted subject to conditions including continued service for a specified period.

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Direction
Neutral
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Scale
45900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数45,900Shares

45,900 common shares (treasury shares)

Intended allottee
Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of Shares Not disclosed, Category Employees of the Company / Number of Employees 2 / Number of Shares Not disclosed, Category Directors of the Company's wholly owned subsidiary / Number of Employees 1 / Number of Shares Not disclosed
¥543 per share
Total issue value

¥24,923,700

Amount of funds to be raised
Total payment of ¥24,923,700; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims held by the recipients of the allocation)
Total Stock-Based Compensation
Total monetary compensation claims: ¥24,923,700
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
For executive officers of the Company who do not concurrently serve as directors and employees: 24 April 2026 to 31 December 2028, For directors of the Company's wholly owned subsidiary: 24 April 2026 to 31 December 2026
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the restriction period, provided that the recipient has continuously held one of the following positions during the restriction period: director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, consultant or an equivalent position at the Company or one of its subsidiaries. If the recipient retires or leaves employment for a legitimate reason, the restrictions will be lifted immediately after retirement or departure with respect to the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions remain in place at the expiry of the restriction period or when the transfer restrictions are lifted.
Categories and Number of Persons Covered
3 executive officers of the Company who do not concurrently serve as directors, 2 employees of the Company and 1 director of the Company's wholly owned subsidiary. The breakdown of the number of allocated shares by category is Not disclosed, and the total is 45,900 shares.
Intended allottee's holding policy
For a specified period, transfers to third parties, the creation of security interests and any other disposal are prohibited.
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 Prime Market on 24 March 2026 was ¥543. The price was based on the closing price on the business day immediately preceding the pricing date; no discount or premium was specified.
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 of45,900 common shares (treasury shares)
Issue price and disposal price¥543 per share
Total issue value¥24,923,700
Amount of funds to be raisedTotal payment of ¥24,923,700; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims held by the recipients of the allocation)
Payment date24 April 2026
Intended allotteeCategory The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of Shares Not disclosed, Category Employees of the Company / Number of Employees 2 / Number of Shares Not disclosed, Category Directors of the Company's wholly owned subsidiary / Number of Employees 1 / Number of Shares Not disclosed
Intended allottee's holding policyFor a specified period, transfers to third parties, the creation of security interests and any other disposal are prohibited.
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 paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 24 March 2026 was ¥543. The price was based on the closing price on the business day immediately preceding the pricing date; no discount or premium was specified.
Transfer restriction periodFor executive officers of the Company who do not concurrently serve as directors and employees: 24 April 2026 to 31 December 2028, For directors of the Company's wholly owned subsidiary: 24 April 2026 to 31 December 2026
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the restriction period, provided that the recipient has continuously held one of the following positions during the restriction period: director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, consultant or an equivalent position at the Company or one of its subsidiaries. If the recipient retires or leaves employment for a legitimate reason, the restrictions will be lifted immediately after retirement or departure with respect to the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions remain in place at the expiry of the restriction period or when the transfer restrictions are lifted.
Categories and Number of Persons Covered3 executive officers of the Company who do not concurrently serve as directors, 2 employees of the Company and 1 director of the Company's wholly owned subsidiary. The breakdown of the number of allocated shares by category is Not disclosed, and the total is 45,900 shares.
Total Stock-Based CompensationTotal monetary compensation claims: ¥24,923,700
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 and employees of the Company and its wholly owned subsidiary with incentives to achieve sustained growth in corporate value and to promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | Link and Motivation Inc. (2170) timely disclosure | Komori