Komori
Share Issuance and Disposal2378RENAISSANCE,INCORPORATEDInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 29,646 treasury shares as restricted stock compensation for 20 directors and executive officers. The shares may not be transferred for 3 years, and the transfer restrictions will be lifted if certain conditions are met.

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29646
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much29,646Shares

29,646 shares of the Company's common stock (treasury shares)

4 directors (excluding outside directors)10,582 shares
16 executive officers who do not concurrently serve as directors19,064 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.

¥992 per share
Total issue value

¥29,408,832

Total Stock-Based Compensation
Total monetary compensation receivables of ¥29,408,832. The annual compensation limit for directors who are subject to the scheme is ¥100 million or less.
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 22 July 2026 to 21 July 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares will be lifted at the end of the period, provided that the relevant directors and other recipients continuously hold a prescribed position or other designated role at the Company or one of its subsidiaries during the restriction period. If a recipient leaves office or employment upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted on the number of shares calculated according to the period of service. In the event of a reorganisation or similar transaction, the restrictions will likewise be lifted on the number of shares calculated according to the prescribed period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted as of the end of the restriction period or the date on which the restrictions are lifted. In the event of a reorganisation or similar transaction, the Company will also acquire without consideration any shares whose restrictions remain in place after the lifting of the applicable restrictions.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 10,582 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 16 / Number of allocated shares 19,064 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥992. No discount or premium rate is stated.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares 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 of29,646 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥992 per share
Total issue value¥29,408,832
Payment date22 July 2026
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 10,582 shares, Name 16 executive officers who do not concurrently serve as directors / Number of Shares 19,064 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥992. No discount or premium rate is stated.
Transfer restriction periodFrom 22 July 2026 to 21 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares will be lifted at the end of the period, provided that the relevant directors and other recipients continuously hold a prescribed position or other designated role at the Company or one of its subsidiaries during the restriction period. If a recipient leaves office or employment upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted on the number of shares calculated according to the period of service. In the event of a reorganisation or similar transaction, the restrictions will likewise be lifted on the number of shares calculated according to the prescribed period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted as of the end of the restriction period or the date on which the restrictions are lifted. In the event of a reorganisation or similar transaction, the Company will also acquire without consideration any shares whose restrictions remain in place after the lifting of the applicable restrictions.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 10,582 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 16 / Number of allocated shares 19,064 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥29,408,832. The annual compensation limit for directors who are subject to the scheme is ¥100 million or less.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (14)
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 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.

The disposal was made under a scheme designed to provide medium- to long-term incentives and align interests with shareholders, taking into account the Company's operating performance, the scope of each recipient's responsibilities and other relevant factors. The restriction period was set at 3 years to enhance the incentive effect.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | RENAISSANCE,INCORPORATED (2378) timely disclosure | Komori