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Share Issuance and Disposal246AASUA Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate a total of 7,500 restricted stock units as compensation to 3 directors and 3 executive officers through the disposal of treasury shares. The recipients will be granted monetary compensation claims totaling ¥8,445,000, which they will contribute in kind in full.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
7500
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,500Shares

7,500 shares of the Company’s common stock (treasury shares)

3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)6,000 shares
3 executive officers of the Company1,500 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.

¥1,126 per share
Total issue value

¥8,445,000

Amount of funds to be raised
Total payment amount: ¥8,445,000; approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥8,445,000. The annual compensation limit for directors is ¥60 million.
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 allotment date, 28 October 2026, until the date on which the recipient leaves any position as a director, executive officer or employee of the Company (if the date of departure is on or before 30 September 2027, until 1 October 2027)
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company through the first annual shareholders meeting held after the start date of the transfer restriction period. If the recipient leaves the position for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If the recipient leaves the position without a valid reason before the day preceding the first annual shareholders meeting held after the start date of the transfer restriction period, or if any shares remain subject to transfer restrictions because the conditions for lifting the restrictions are not met. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted in connection with a corporate reorganisation.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 6,000 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 1,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer-security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. They will be held and maintained in a designated account at Tokai Tokyo Securities Co., Ltd. until the transfer restrictions are lifted.
Payment date
28 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 28 September 2026: ¥1,126. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 32nd Annual General Meeting of Shareholders held on 29 September 2026, approval was obtained for the share-based compensation plan, compensation limit, maximum number of shares and transfer restriction period, among other matters.
Impact on Business Performance
No impact on business performance was 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 of7,500 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥1,126 per share
Total issue value¥8,445,000
Amount of funds to be raisedTotal payment amount: ¥8,445,000; approximate net proceeds: Not disclosed
Payment date28 October 2026
Intended allotteeName 3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 6,000 shares, Name 3 executive officers of the Company / Number of Shares 1,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer-security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. They will be held and maintained in a designated account at Tokai Tokyo Securities Co., Ltd. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 28 September 2026: ¥1,126. No discount or premium rate is stated.
Transfer restriction periodFrom the allotment date, 28 October 2026, until the date on which the recipient leaves any position as a director, executive officer or employee of the Company (if the date of departure is on or before 30 September 2027, until 1 October 2027)
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company through the first annual shareholders meeting held after the start date of the transfer restriction period. If the recipient leaves the position for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf the recipient leaves the position without a valid reason before the day preceding the first annual shareholders meeting held after the start date of the transfer restriction period, or if any shares remain subject to transfer restrictions because the conditions for lifting the restrictions are not met. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted in connection with a corporate reorganisation.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 6,000 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 1,500 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥8,445,000. The annual compensation limit for directors is ¥60 million.
Procedures under the Corporate Code of ConductAt the 32nd Annual General Meeting of Shareholders held on 29 September 2026, approval was obtained for the share-based compensation plan, compensation limit, maximum number of shares and transfer restriction period, among other matters.
Impact on Business PerformanceNo impact on business performance was disclosed
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 directors with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ASUA Inc. (246A) timely disclosure | Komori