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Share Issuance and Disposal2342TRANSGENIC GROUP INC.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Employees

The Company resolved to dispose of 38,000 treasury shares as restricted stock compensation for 6 directors and 4 employees. The disposal price is ¥212 per share, and monetary compensation receivables granted to the eligible persons will be contributed in kind.

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Scale
38000
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much38,000Shares

38,000 shares of the Company's common stock (treasury shares)

6 of the Company's directors30,000 shares
4 of the Company's employees8,000 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.

JPY 212 per share
Total issue value

¥8,056,000

Amount of funds to be raised
Total payment amount: ¥8,056,000; estimated net proceeds: Not disclosed (disposal of treasury shares through an in-kind contribution of compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables of ¥8,056,000 (for directors, within the annual compensation limit of ¥60,000 thousand under the plan)
Specific use of funds
Not applicable (in-kind contribution of monetary compensation receivables granted to the eligible persons)
発行済株式総数

No increase

As this is a disposal of treasury shares, the total number of issued shares will not increase (rate: Not disclosed)

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 31 July 2026, the payment date, until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Directors must continuously hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries from 31 July 2026 through 1 July 2027, and employees must do so from 1 April 2026 through 1 July 2027. If the holder ceases to hold such a position due to death, expiration of the term of office, mandatory retirement or any other reason deemed legitimate by the Board of Directors, part of the restrictions will be lifted in proportion to the prescribed number of months of service.
Reason for acquisition without consideration
At the expiration of the restriction period or any other point specified in the agreement, the Company will automatically acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 of the Company's directors: 30,000 shares; 4 of the Company's employees: 8,000 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of from 31 July 2026 until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries.
Payment date
31 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 2 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥212. No discount or premium applies.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is not disclosed
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 of38,000 shares of the Company's common stock (treasury shares)
Issue price and disposal priceJPY 212 per share
Total issue value¥8,056,000
Amount of funds to be raisedTotal payment amount: ¥8,056,000; estimated net proceeds: Not disclosed (disposal of treasury shares through an in-kind contribution of compensation receivables)
Specific use of fundsNot applicable (in-kind contribution of monetary compensation receivables granted to the eligible persons)
Payment date31 July 2026
Intended allotteeCategory 6 of the Company's directors / Number of Shares 30,000 shares, Category 4 of the Company's employees / Number of Shares 8,000 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of from 31 July 2026 until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase (rate: Not disclosed)
Total number of issued sharesNo increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 2 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥212. No discount or premium applies.
Transfer restriction periodFrom 31 July 2026, the payment date, until the date on which the holder ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsDirectors must continuously hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries from 31 July 2026 through 1 July 2027, and employees must do so from 1 April 2026 through 1 July 2027. If the holder ceases to hold such a position due to death, expiration of the term of office, mandatory retirement or any other reason deemed legitimate by the Board of Directors, part of the restrictions will be lifted in proportion to the prescribed number of months of service.
Reason for acquisition without considerationAt the expiration of the restriction period or any other point specified in the agreement, the Company will automatically acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 of the Company's directors: 30,000 shares; 4 of the Company's employees: 8,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥8,056,000 (for directors, within the annual compensation limit of ¥60,000 thousand under the plan)
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is not disclosed
Items this document does not state (10)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 promote the sustained enhancement of the corporate value of the Group and to further align value with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible person and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Employees | TRANSGENIC GROUP INC. (2342) timely disclosure | Komori