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Share Issuance and Disposal2411GENDAI AGENCY INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 360,000 treasury shares as restricted stock compensation to 3 directors and 6 executive officers. The disposal price is ¥447 per share, and the payment date is 24 July 2026.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
160920000
Yen (total disposal amount)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

360,000 common shares (3 directors: 240,000 shares; 6 executive officers: 120,000 shares)

3 directors of the Company (excluding outside directors)240,000 shares
6 executive officers120,000 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.

¥447 per share
Total issue value

¥160,920,000

Amount of funds to be raised
Total payment amount: ¥160,920,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥160,920,000. The compensation limit is ¥200 million per year (effectively, no more than ¥40 million per fiscal year).
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 the payment date until the later of the date on which the recipient resigns, retires or otherwise leaves any position as a director, executive officer or employee of the Company, or the date on which the annual securities report and other applicable reports for the fiscal year containing the payment date are filed. In principle, this will be until the conclusion of the annual general meeting of shareholders in 2031.
Conditions for lifting transfer restrictions
From 24 July 2026 until the conclusion of the annual general meeting of shareholders in 2031, the directors must remain in office as directors, and the executive officers must remain in office as executive officers or directors. If a recipient resigns, retires or otherwise leaves office for a valid reason, the restrictions will be lifted in proportion to the number of months in office divided by 60. In the event of death, the same treatment will apply.
Reason for acquisition without consideration
If a recipient resigns, retires or otherwise leaves office without a valid reason during the service provision period. If any shares remain subject to the transfer restrictions when the restrictions are scheduled to be lifted. If any shares remain subject to the transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors): 240,000 shares; 6 executive officers: 120,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of. In principle, the transfer restriction period will run from 24 July 2026 until the conclusion of the annual general meeting of shareholders in 2031.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the trading day immediately preceding the date of the Board of Directors' resolution, was ¥447. The discount rate and premium rate were Not disclosed.
Procedures under the Corporate Code of Conduct
At the 31st Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the maximum total number of shares and the compensation amount under this system, among other matters.
Impact on Business Performance
Although the Company has stated that the shares will be disposed of after taking into account the purpose of this system, the Company's performance and other relevant circumstances, the specific impact of this disposal of treasury shares on performance was 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 of360,000 common shares (3 directors: 240,000 shares; 6 executive officers: 120,000 shares)
Issue price and disposal price¥447 per share
Total issue value¥160,920,000
Amount of funds to be raisedTotal payment amount: ¥160,920,000; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 240,000 shares, Name 6 executive officers / Number of Shares 120,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of. In principle, the transfer restriction period will run from 24 July 2026 until the conclusion of the annual general meeting of shareholders in 2031.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the trading day immediately preceding the date of the Board of Directors' resolution, was ¥447. The discount rate and premium rate were Not disclosed.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient resigns, retires or otherwise leaves any position as a director, executive officer or employee of the Company, or the date on which the annual securities report and other applicable reports for the fiscal year containing the payment date are filed. In principle, this will be until the conclusion of the annual general meeting of shareholders in 2031.
Conditions for lifting transfer restrictionsFrom 24 July 2026 until the conclusion of the annual general meeting of shareholders in 2031, the directors must remain in office as directors, and the executive officers must remain in office as executive officers or directors. If a recipient resigns, retires or otherwise leaves office for a valid reason, the restrictions will be lifted in proportion to the number of months in office divided by 60. In the event of death, the same treatment will apply.
Reason for acquisition without considerationIf a recipient resigns, retires or otherwise leaves office without a valid reason during the service provision period. If any shares remain subject to the transfer restrictions when the restrictions are scheduled to be lifted. If any shares remain subject to the transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors): 240,000 shares; 6 executive officers: 120,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥160,920,000. The compensation limit is ¥200 million per year (effectively, no more than ¥40 million per fiscal year).
Procedures under the Corporate Code of ConductAt the 31st Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the maximum total number of shares and the compensation amount under this system, among other matters.
Impact on Business PerformanceAlthough the Company has stated that the shares will be disposed of after taking into account the purpose of this system, the Company's performance and other relevant circumstances, the specific impact of this disposal of treasury shares on performance was Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 the eligible recipients with an incentive to enhance corporate value by owning the Company's shares and to promote the sharing of value with shareholders over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | GENDAI AGENCY INC. (2411) timely disclosure | Komori