Komori
Share Issuance and Disposal2428WELLNET CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Issuance of Restricted Stock-Based Compensation in Excess of the Amount Approved by the General Meeting of Shareholders and the Free Acquisition of Treasury Shares

Of the 30,897 treasury shares disposed of to 8 directors on 14 November 2025, the Company decided to acquire the 897 shares exceeding the limit approved at the shareholders’ meeting, free of charge, on 20 October 2026.

Worth reading
32Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
897
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and gratuitous acquisition of treasury shares corresponding to the excess over the shareholders’ meeting resolution

Who receives how much

Disposed of on 14 November 2025: 30,897 common shares; acquired free of charge: 897 common shares

8 directors (5 directors who are not Audit & Supervisory Committee members and 3 directors who are Audit & Supervisory Committee members)

The lower thin line represents the existing number of shares to which these shares will be added.

Total disposal value: ¥21,195,342 (disposal value per share: Not disclosed)
Total issue value

¥21,195,342

Total Stock-Based Compensation
Up to ¥30,000 thousand per year (up to ¥20,000 thousand for directors who are not Audit & Supervisory Committee members and up to ¥10,000 thousand for directors who are Audit & Supervisory Committee members)
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
897 shares will be acquired free of charge before the restrictions on transfer are lifted
Reason for acquisition without consideration
Because the number of shares exceeded by 897 shares the annual limit established by the shareholders’ meeting resolution. This is based on an agreement under the restricted stock allotment agreement and the provisions of the Companies Act.
Categories and Number of Persons Covered
8 directors (5 directors who are not Audit & Supervisory Committee members and 3 directors who are Audit & Supervisory Committee members)
Intended allottee's holding policy
The excess 897 shares will be acquired as treasury shares free of charge before the restrictions on transfer are lifted. The recipients will also return in full the amount equivalent to dividends on the excess shares, together with interest at an annual rate of 3%.
Procedures under the Corporate Code of Conduct
At the 35th Annual General Meeting of Shareholders held on 27 September 2017, the upper limits on the number of shares and monetary remuneration claims were approved. The gratuitous acquisition in this matter was resolved at a meeting of the Board of Directors held on 20 October 2026.
Most recent equity financing
Resolved on 30 October 2025 and disposed of on 14 November 2025: 30,897 treasury shares as restricted stock compensation, with a total disposal value of ¥21,195,342
Impact on Business Performance
The impact of this matter on operating results is expected to be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and gratuitous acquisition of treasury shares corresponding to the excess over the shareholders’ meeting resolution
Number of shares to be issued or disposed ofDisposed of on 14 November 2025: 30,897 common shares; acquired free of charge: 897 common shares
Issue price and disposal priceTotal disposal value: ¥21,195,342 (disposal value per share: Not disclosed)
Total issue value¥21,195,342
Intended allottee8 directors (5 directors who are not Audit & Supervisory Committee members and 3 directors who are Audit & Supervisory Committee members)
Intended allottee's holding policyThe excess 897 shares will be acquired as treasury shares free of charge before the restrictions on transfer are lifted. The recipients will also return in full the amount equivalent to dividends on the excess shares, together with interest at an annual rate of 3%.
Transfer restriction period897 shares will be acquired free of charge before the restrictions on transfer are lifted
Reason for acquisition without considerationBecause the number of shares exceeded by 897 shares the annual limit established by the shareholders’ meeting resolution. This is based on an agreement under the restricted stock allotment agreement and the provisions of the Companies Act.
Categories and Number of Persons Covered8 directors (5 directors who are not Audit & Supervisory Committee members and 3 directors who are Audit & Supervisory Committee members)
Total Stock-Based CompensationUp to ¥30,000 thousand per year (up to ¥20,000 thousand for directors who are not Audit & Supervisory Committee members and up to ¥10,000 thousand for directors who are Audit & Supervisory Committee members)
Procedures under the Corporate Code of ConductAt the 35th Annual General Meeting of Shareholders held on 27 September 2017, the upper limits on the number of shares and monetary remuneration claims were approved. The gratuitous acquisition in this matter was resolved at a meeting of the Board of Directors held on 20 October 2026.
Most recent equity financingResolved on 30 October 2025 and disposed of on 14 November 2025: 30,897 treasury shares as restricted stock compensation, with a total disposal value of ¥21,195,342
Impact on Business PerformanceThe impact of this matter on operating results is expected to be immaterial.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 number of shares disposed of to the directors exceeded by 897 shares the annual limit of 30,000 shares approved at the shareholders’ meeting held on 27 September 2017. The Company stated that it will work to strengthen its internal systems and take other measures to prevent a recurrence.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Issuance of Restricted Stock-Based Compensation in Excess of the Amount Approved by the General Meeting of Shareholders and the Free Acquisition of Treasury Shares | WELLNET CORPORATION (2428) timely disclosure | Komori