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Share Issuance and Disposal2303Dawn CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 22,400 treasury shares as restricted stock compensation for 3 directors and 18 employees. The disposal price is ¥1,350 per share, and the payment date is 9 October 2026.

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43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
22400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,400Shares

22,400 common shares of the company (treasury shares)

3 directors of the Company14,400 shares
18 employees of the company8,000 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.

¥1,350 per share
Total issue value

¥30.24 million

Amount of funds to be raised
As the shares will be paid for through an in-kind contribution of monetary compensation receivables, the total payment amount is ¥30.24 million; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables for directors of up to ¥40 million per year. The total disposal amount for this issuance is ¥30.24 million.
発行済株式総数

As this is a disposal of treasury shares, there will be no dilution from an increase in the total number of shares issued.

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 9 October 2026 through 15 November 2029
Conditions for lifting transfer restrictions
The restrictions will be released upon 16 November 2029, provided that the relevant recipient has continuously held the position of director of the company, if a director, or either director or employee, if an employee.
Reason for acquisition without consideration
If the transfer restrictions have not been released at the end of the transfer restriction period, or if certain events occur, such as the recipient's resignation for personal reasons, the company will acquire all or part of the shares without consideration.
Offering structure
Underwriter / lead underwriter
Daiwa Securities Co. Ltd. (administration of the account exclusively for restricted stock)
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 3 / Number of allocated shares 14,400 shares, Category The Company's employees / Number of Employees 18 / Number of allocated shares 8,000 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from the payment date (9 October 2026) through 15 November 2029. Shares that do not meet the release conditions at the end of the transfer restriction period will be acquired by the company without consideration.
Payment date
9 October 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 11 September 2026 was ¥1,350. No discount or premium.
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 of22,400 common shares of the company (treasury shares)
Issue price and disposal price¥1,350 per share
Total issue value¥30.24 million
Amount of funds to be raisedAs the shares will be paid for through an in-kind contribution of monetary compensation receivables, the total payment amount is ¥30.24 million; estimated net proceeds: Not disclosed
Payment date9 October 2026
Intended allotteeName 3 directors of the Company / Number of Shares 14,400 shares, Name 18 employees of the company / Number of Shares 8,000 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from the payment date (9 October 2026) through 15 November 2029. Shares that do not meet the release conditions at the end of the transfer restriction period will be acquired by the company without consideration.
Dilution RateAs this is a disposal of treasury shares, there will be no dilution from an increase in the total number of shares issued.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 11 September 2026 was ¥1,350. No discount or premium.
Transfer restriction periodFrom 9 October 2026 through 15 November 2029
Conditions for lifting transfer restrictionsThe restrictions will be released upon 16 November 2029, provided that the relevant recipient has continuously held the position of director of the company, if a director, or either director or employee, if an employee.
Reason for acquisition without considerationIf the transfer restrictions have not been released at the end of the transfer restriction period, or if certain events occur, such as the recipient's resignation for personal reasons, the company will acquire all or part of the shares without consideration.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 3 / Number of allocated shares 14,400 shares, Category The Company's employees / Number of Employees 18 / Number of allocated shares 8,000 shares
Total Stock-Based CompensationMonetary compensation receivables for directors of up to ¥40 million per year. The total disposal amount for this issuance is ¥30.24 million.
Underwriter / lead underwriterDaiwa Securities Co. Ltd. (administration of the account exclusively for restricted stock)
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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 an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Dawn Corporation (2303) timely disclosure | Komori