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Share Issuance and Disposal2179SEIGAKUSHA CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,933 treasury shares as restricted stock compensation for 6 directors and 1 executive officer. The recipients will be provided with monetary compensation claims, the full amount of which will be contributed in kind in exchange for the shares.

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Neutral
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Scale
13933
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,933Shares

13,933 common shares of the Company (treasury shares)

6 directors (excluding outside directors)13,159 shares
1 executive officer774 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.

¥775 per share
Total issue value

¥10,798,075

Total Stock-Based Compensation
Total monetary compensation claims: ¥10,798,075
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 24 July 2026 until the date on which the recipient ceases to be either a director or an executive officer of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director or executive officer of the Company from the date of the annual general meeting of shareholders immediately preceding the payment date through the date of the annual general meeting of shareholders held in the following year. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be released for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
At the expiration of the restricted period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 6 / Number of allocated shares 13,159 shares, Category Executive officers / Number of Employees 1 / Number of allocated shares 774 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from the payment date until the date on which the recipient ceases to be either a director or an executive officer of the Company.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥775. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
The Company obtained opinions from 1 outside director and 2 outside corporate auditors, none of whom have interests in the controlling shareholder, that this disposal of treasury shares would not disadvantage minority shareholders.
Impact on Business Performance
No specific impact of this disposal of treasury shares on business performance is stated.
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 of13,933 common shares of the Company (treasury shares)
Issue price and disposal price¥775 per share
Total issue value¥10,798,075
Payment date24 July 2026
Intended allotteeCategory 6 directors (excluding outside directors) / Number of Shares 13,159 shares, Category 1 executive officer / Number of Shares 774 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from the payment date until the date on which the recipient ceases to be either a director or an executive officer of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥775. No discount or premium is stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to be either a director or an executive officer of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director or executive officer of the Company from the date of the annual general meeting of shareholders immediately preceding the payment date through the date of the annual general meeting of shareholders held in the following year. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be released for the number of shares corresponding to the period of service.
Reason for acquisition without considerationAt the expiration of the restricted period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 6 / Number of allocated shares 13,159 shares, Category Executive officers / Number of Employees 1 / Number of allocated shares 774 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥10,798,075
Procedures under the Corporate Code of ConductThe Company obtained opinions from 1 outside director and 2 outside corporate auditors, none of whom have interests in the controlling shareholder, that this disposal of treasury shares would not disadvantage minority shareholders.
Impact on Business PerformanceNo specific impact of this disposal of treasury shares on business performance is stated.
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 offering

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 and further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SEIGAKUSHA CO.,LTD. (2179) timely disclosure | Komori