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Share Issuance and Disposal2428WELLNET CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 29,998 treasury shares as restricted stock compensation for 8 directors, with ¥17,968,802 in monetary compensation claims contributed in kind.

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29998
shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much29,998Shares

29,998 treasury shares

5 of the Company's directors who are not Audit & Supervisory Committee members25,660 shares
3 of the Company's directors who are Audit & Supervisory Committee members4,338 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.

¥599 per share
Total issue value

Not applicable (total disposal value of the treasury shares: ¥17,968,802)

Amount of funds to be raised
Not applicable (payment will be made through the in-kind contribution of monetary compensation claims)
Total Stock-Based Compensation
Monetary compensation claims of ¥17,968,802 (¥15,370,340 for directors who are not Audit & Supervisory Committee members and ¥2,598,462 for directors who are Audit & Supervisory Committee members)
Specific use of funds
Not applicable (restricted stock compensation)
発行済株式総数

Not applicable (disposal of treasury shares)

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.

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
16 November 2026 to 15 November 2027 (1 year)
Conditions for lifting transfer restrictions
All or part of the restrictions will be lifted upon expiration of the restriction period, provided that the recipient has continuously held the position of director, executive officer or employee of the company or one of its subsidiaries throughout the restriction period. If the recipient leaves office or otherwise ceases to hold the position for a valid reason, the timing of the lifting of the restrictions will be adjusted reasonably. In the event of a reorganisation or similar event, the restrictions on a reasonably determined number of shares will be lifted before the effective date.
Reason for acquisition without consideration
If the recipient ceases to hold any position as a director, executive officer or employee of the company or one of its subsidiaries before the restriction period expires, except where the Board of Directors recognises a valid reason. Also, if any shares remain subject to restrictions when the restriction period expires. If any shares remain subject to restrictions after the restrictions have been lifted in connection with a reorganisation or similar event.
Categories and Number of Persons Covered
5 directors who are not Audit & Supervisory Committee members: 25,660 shares; 3 directors who are Audit & Supervisory Committee members: 4,338 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to third parties, pledged, used to create a transfer security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any way, and will be held and maintained in a designated account until the restrictions are lifted.
Payment date
16 November 2026
Basis for determining the amount to be paid
The closing price of the company’s common stock on the Tokyo Stock Exchange on 29 October 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥599. No discount or premium.
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 of29,998 treasury shares
Issue price and disposal price¥599 per share
Total issue valueNot applicable (total disposal value of the treasury shares: ¥17,968,802)
Amount of funds to be raisedNot applicable (payment will be made through the in-kind contribution of monetary compensation claims)
Specific use of fundsNot applicable (restricted stock compensation)
Payment date16 November 2026
Intended allotteeName 5 of the Company's directors who are not Audit & Supervisory Committee members / Number of Shares 25,660 shares, Name 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 4,338 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to third parties, pledged, used to create a transfer security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any way, and will be held and maintained in a designated account until the restrictions are lifted.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the company’s common stock on the Tokyo Stock Exchange on 29 October 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥599. No discount or premium.
Transfer restriction period16 November 2026 to 15 November 2027 (1 year)
Conditions for lifting transfer restrictionsAll or part of the restrictions will be lifted upon expiration of the restriction period, provided that the recipient has continuously held the position of director, executive officer or employee of the company or one of its subsidiaries throughout the restriction period. If the recipient leaves office or otherwise ceases to hold the position for a valid reason, the timing of the lifting of the restrictions will be adjusted reasonably. In the event of a reorganisation or similar event, the restrictions on a reasonably determined number of shares will be lifted before the effective date.
Reason for acquisition without considerationIf the recipient ceases to hold any position as a director, executive officer or employee of the company or one of its subsidiaries before the restriction period expires, except where the Board of Directors recognises a valid reason. Also, if any shares remain subject to restrictions when the restriction period expires. If any shares remain subject to restrictions after the restrictions have been lifted in connection with a reorganisation or similar event.
Categories and Number of Persons Covered5 directors who are not Audit & Supervisory Committee members: 25,660 shares; 3 directors who are Audit & Supervisory Committee members: 4,338 shares
Total Stock-Based CompensationMonetary compensation claims of ¥17,968,802 (¥15,370,340 for directors who are not Audit & Supervisory Committee members and ¥2,598,462 for directors who are Audit & Supervisory Committee members)
Items this document does not state (12)
Estimated issuance expensesTotal 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 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.

The monetary compensation claims and number of shares to be allocated were determined after comprehensively considering the recipients’ contributions and responsibilities during the restriction period, in accordance with the directors’ restricted stock compensation plan.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | WELLNET CORPORATION (2428) timely disclosure | Komori