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Share Issuance and Disposal2326Digital Arts Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Digital Arts resolved to dispose of 4,144 treasury shares to 2 directors as restricted stock compensation. The shares will be subject to a 3-year transfer restriction, which will be lifted upon satisfaction of certain continued-service and tenure conditions.

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4144
Shares
Wording
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,144Shares

4,144 shares of the Company's common stock (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)4,144 shares

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

¥3,570 per share
Total issue value

¥14,794,080

Total Stock-Based Compensation
Total monetary compensation receivables of ¥14,794,080. The compensation limit is ¥50 million per year.
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 recipient must continuously hold a position as either a director or employee of the Company or one of its subsidiaries through the date of the first annual general meeting of shareholders held after 17 July 2026. If the recipient resigns or retires for a legitimate reason, part of the restriction will be lifted in proportion to the number of months in office or employment.
Reason for acquisition without consideration
If the recipient resigns or retires from the position of director or employee of the Company or one of its subsidiaries without a legitimate reason before the date of the first annual general meeting of shareholders to be held after 17 July 2026. If any shares remain subject to the restriction because the conditions for lifting the restriction have not been met. Any shares for which the restriction has not been lifted when the recipient resigns or retires in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 4,144 shares
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥3,570. No discount or premium.
Procedures under the Corporate Code of Conduct
Approval of the stock compensation plan, compensation limit, maximum number of shares and transfer restriction period was obtained at the annual general meetings of shareholders held on 24 June 2019 and 26 June 2026.
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 of4,144 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,570 per share
Total issue value¥14,794,080
Payment date17 July 2026
Intended allotteeCategory 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 4,144 shares
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥3,570. No discount or premium.
Transfer restriction period17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as either a director or employee of the Company or one of its subsidiaries through the date of the first annual general meeting of shareholders held after 17 July 2026. If the recipient resigns or retires for a legitimate reason, part of the restriction will be lifted in proportion to the number of months in office or employment.
Reason for acquisition without considerationIf the recipient resigns or retires from the position of director or employee of the Company or one of its subsidiaries without a legitimate reason before the date of the first annual general meeting of shareholders to be held after 17 July 2026. If any shares remain subject to the restriction because the conditions for lifting the restriction have not been met. Any shares for which the restriction has not been lifted when the recipient resigns or retires in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 4,144 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥14,794,080. The compensation limit is ¥50 million per year.
Procedures under the Corporate Code of ConductApproval of the stock compensation plan, compensation limit, maximum number of shares and transfer restriction period was obtained at the annual general meetings of shareholders held on 24 June 2019 and 26 June 2026.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal 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 enable the eligible directors to share with shareholders the benefits and risks of share price fluctuations, increase their incentive to contribute to share price appreciation and the enhancement of corporate value, and strengthen their motivation to improve performance and sustainably enhance corporate value over the medium term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Digital Arts Inc. (2326) timely disclosure | Komori