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Share Issuance and Disposal2375GiG Works Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 50,600 treasury shares at ¥209 per share as restricted stock compensation for its officers, directors of subsidiaries and employees. Following the disposal, the recipients will be unable to transfer the shares for a specified period.

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Neutral
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Scale
50600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much50,600Shares

50,600 common shares of the Company (treasury shares)

4 directors of the Company (excluding directors serving as Audit and Supervisory Committee members and outside directors)11,400 shares
13 directors of the Company's subsidiaries27,200 shares
8 employees of the Company and its subsidiaries12,000 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.

¥209 per share
Total issue value

¥10,575,400

Amount of funds to be raised
Total amount paid: ¥10,575,400; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥10,575,400. The annual compensation limit for eligible directors is ¥100 million or less.
発行済株式総数

No increase

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
Eligible directors: from 20 April 2026 until the date on which they cease to be directors of the Company or leave their employment. Eligible employees and others: from 20 April 2026 through 19 April 2029.
Conditions for lifting transfer restrictions
Eligible directors must continuously remain directors of the Company throughout the restricted transfer period. Eligible employees and others must continuously remain directors, Audit & Supervisory Board members or employees of the Company group throughout the restricted transfer period. In the event of death, expiration of the term of office, mandatory retirement or departure from office or employment for another legitimate reason, the restrictions will be partially lifted according to the period of service and other factors.
Reason for acquisition without consideration
At the end of the restricted transfer period or when the transfer restrictions are lifted, 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 of the Company (excluding directors serving as Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 11,400 shares, Category Directors of subsidiaries of the Company / Number of Employees 13 / Number of allocated shares 27,200 shares, Category Employees of the Company and its subsidiaries / Number of Employees 8 independent officers / Number of allocated shares 12,000 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged as collateral or otherwise disposed of in any manner.
Payment date
20 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 27 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥209. No discount or premium rate 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 of50,600 common shares of the Company (treasury shares)
Issue price and disposal price¥209 per share
Total issue value¥10,575,400
Amount of funds to be raisedTotal amount paid: ¥10,575,400; estimated net proceeds: Not disclosed
Payment date20 April 2026
Intended allotteeName 4 directors of the Company (excluding directors serving as Audit and Supervisory Committee members and outside directors) / Number of Shares 11,400 shares, Name 13 directors of the Company's subsidiaries / Number of Shares 27,200 shares, Name 8 employees of the Company and its subsidiaries / Number of Shares 12,000 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged as collateral or otherwise disposed of in any manner.
Total number of issued sharesNo increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 27 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥209. No discount or premium rate is stated.
Transfer restriction periodEligible directors: from 20 April 2026 until the date on which they cease to be directors of the Company or leave their employment. Eligible employees and others: from 20 April 2026 through 19 April 2029.
Conditions for lifting transfer restrictionsEligible directors must continuously remain directors of the Company throughout the restricted transfer period. Eligible employees and others must continuously remain directors, Audit & Supervisory Board members or employees of the Company group throughout the restricted transfer period. In the event of death, expiration of the term of office, mandatory retirement or departure from office or employment for another legitimate reason, the restrictions will be partially lifted according to the period of service and other factors.
Reason for acquisition without considerationAt the end of the restricted transfer period or when the transfer restrictions are lifted, 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 of the Company (excluding directors serving as Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 11,400 shares, Category Directors of subsidiaries of the Company / Number of Employees 13 / Number of allocated shares 27,200 shares, Category Employees of the Company and its subsidiaries / Number of Employees 8 independent officers / Number of allocated shares 12,000 shares
Total Stock-Based CompensationTotal monetary claims: ¥10,575,400. The annual compensation limit for eligible directors is ¥100 million or less.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 the recipients with an incentive to pursue the sustained enhancement of the corporate value of the Company group, promote value sharing with shareholders, and achieve medium- to long-term business growth and enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | GiG Works Inc. (2375) timely disclosure | Komori