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Share Issuance and Disposal2379dip CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares in Connection with the Continuation of the Performance-Linked Stock Compensation Plan for the Company's Directors (BIP Trust for Executive Compensation)

The Company resolved to dispose of 169,000 treasury shares that it holds to the executive compensation BIP trust in order to continue the performance-linked share-based compensation plan for executives. The disposal price is ¥1,869 per share, for a total disposal price of ¥315,861,000.

Worth reading
54Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
169000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with the continuation of the performance-linked share-based compensation plan (executive compensation BIP trust)

発行・処分する株式数169,000Shares

169,000 common shares (treasury shares)

Intended allottee
The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)
¥1,869 per share
Total issue value

¥315,861,000

発行済株式総数

0.28% of the total number of issued shares and 0.31% of the 541,487 total voting rights as of 28 February 2026

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.

Categories and Number of Persons Covered
Eligible directors (excluding outside directors). The number of eligible directors and the breakdown of shares allocated are Not disclosed.
Intended allottee's holding policy
The shares will be delivered to the eligible directors in accordance with the share delivery rules. They are not expected to enter the stock market all at once.
Payment date
30 July 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 9 July 2026, ¥1,869. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or confirm shareholders' intentions under Article 432 of the Tokyo Stock Exchange's Securities Listing Regulations. All 4 Audit & Supervisory Committee members, including 3 outside directors, expressed the opinion that the disposal price is reasonable and is not a particularly favorable disposal price.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with the continuation of the performance-linked share-based compensation plan (executive compensation BIP trust)
Number of shares to be issued or disposed of169,000 common shares (treasury shares)
Issue price and disposal price¥1,869 per share
Total issue value¥315,861,000
Payment date30 July 2026
Intended allotteeThe Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)
Intended allottee's holding policyThe shares will be delivered to the eligible directors in accordance with the share delivery rules. They are not expected to enter the stock market all at once.
Dilution Rate0.28% of the total number of issued shares and 0.31% of the 541,487 total voting rights as of 28 February 2026
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 9 July 2026, ¥1,869. No discount or premium applies.
Categories and Number of Persons CoveredEligible directors (excluding outside directors). The number of eligible directors and the breakdown of shares allocated are Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or confirm shareholders' intentions under Article 432 of the Tokyo Stock Exchange's Securities Listing Regulations. All 4 Audit & Supervisory Committee members, including 3 outside directors, expressed the opinion that the disposal price is reasonable and is not a particularly favorable disposal price.
Items this document does not state (17)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 further promote the sharing of value between the eligible directors and shareholders and maximize the Company's social and economic value. The shares will be delivered to the eligible directors in accordance with the share delivery rules and are not expected to enter the market all at once. Accordingly, the Company has determined that the impact on the stock market will be minor and that the number of shares disposed of and the scale of dilution are reasonable.

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Notice Concerning the Disposal of Treasury Shares in Connection with the Continuation of the Performance-Linked Stock Compensation Plan for the Company's Directors (BIP Trust for Executive Compensation) | dip Corporation (2379) timely disclosure | Komori