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Share Issuance and Disposal2491ValueCommerce Co.,Ltd.Information and Communications, Services and Others

Notice Concerning Restricted Stock Compensation for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) and Disposal of Treasury Shares as Restricted Stock for Executive Officers and Employees

The Company resolved to dispose of 64,990 treasury shares as restricted stock to 6 directors, 3 executive officers and 25 employees in exchange for in-kind contributions of monetary compensation receivables. The payment date is 24 April 2026.

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64990
Shares
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

64,990 common shares of the Company (16,270 shares for 6 directors, 6,870 shares for 3 executive officers and 41,850 shares for 25 employees)

6 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)16,270 shares
3 executive officers of the Company6,870 shares
25 employees of the Company41,850 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.

¥426 per share
Total issue value

¥27,685,740

Amount of funds to be raised
Total payment amount: ¥27,685,740. Estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥27,685,740. For directors, the compensation limit under Plan I is ¥20 million per year, and the compensation limit under Plan II is ¥80 million over 3 consecutive fiscal years
Specific use of funds
As the treasury shares are being disposed of through in-kind contributions of monetary compensation receivables, no funds will be raised by the Company, and the use of funds is not disclosed
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

As this is a disposal of treasury shares and the total number of issued shares will not increase, the dilution rate is Not disclosed

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
From 24 April 2026 until the date on which the relevant director retires as a director of the Company. The relevant employees are expected to enter into restricted stock allotment agreements with terms equivalent to those of this allotment agreement
Conditions for lifting transfer restrictions
Provided that the relevant director remains continuously in the position of director of the Company throughout the applicable service period, all of the allotted shares will be released from the transfer restrictions upon expiration of the restricted period. If the director retires due to death or another reason deemed justified by the Board of Directors, the number of shares released will be determined based on the number of months in office. In the event of a corporate reorganization or similar transaction, the restrictions will also be released based on the prescribed calculation.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been released upon expiration of the restricted period. In addition, if the Board of Directors determines that serious accounting fraud or another similar event has occurred in connection with misconduct during the director's tenure, the Company will acquire all or part of the shares without consideration.
Categories and Number of Persons Covered
6 directors of the Company: 16,270 shares; 3 executive officers of the Company: 6,870 shares; 25 employees of the Company: 41,850 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of. For directors, the restricted period runs from 24 April 2026 until the date on which they retire as directors of the Company.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, ¥426. No discount or premium rate is stated
Procedures under the Corporate Code of Conduct
Resolution of the Board of Directors. Whether an opinion was obtained from an independent third party or shareholder approval was sought is 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 of64,990 common shares of the Company (16,270 shares for 6 directors, 6,870 shares for 3 executive officers and 41,850 shares for 25 employees)
Issue price and disposal price¥426 per share
Total issue value¥27,685,740
Amount of funds to be raisedTotal payment amount: ¥27,685,740. Estimated net proceeds: not disclosed
Specific use of fundsAs the treasury shares are being disposed of through in-kind contributions of monetary compensation receivables, no funds will be raised by the Company, and the use of funds is not disclosed
Payment date24 April 2026
Intended allotteeCategory 6 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 16,270 shares, Category 3 executive officers of the Company / Number of Shares 6,870 shares, Category 25 employees of the Company / Number of Shares 41,850 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of. For directors, the restricted period runs from 24 April 2026 until the date on which they retire as directors of the Company.
Dilution RateAs this is a disposal of treasury shares and the total number of issued shares will not increase, the dilution rate is Not disclosed
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, ¥426. No discount or premium rate is stated
Transfer restriction periodFrom 24 April 2026 until the date on which the relevant director retires as a director of the Company. The relevant employees are expected to enter into restricted stock allotment agreements with terms equivalent to those of this allotment agreement
Conditions for lifting transfer restrictionsProvided that the relevant director remains continuously in the position of director of the Company throughout the applicable service period, all of the allotted shares will be released from the transfer restrictions upon expiration of the restricted period. If the director retires due to death or another reason deemed justified by the Board of Directors, the number of shares released will be determined based on the number of months in office. In the event of a corporate reorganization or similar transaction, the restrictions will also be released based on the prescribed calculation.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been released upon expiration of the restricted period. In addition, if the Board of Directors determines that serious accounting fraud or another similar event has occurred in connection with misconduct during the director's tenure, the Company will acquire all or part of the shares without consideration.
Categories and Number of Persons Covered6 directors of the Company: 16,270 shares; 3 executive officers of the Company: 6,870 shares; 25 employees of the Company: 41,850 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥27,685,740. For directors, the compensation limit under Plan I is ¥20 million per year, and the compensation limit under Plan II is ¥80 million over 3 consecutive fiscal years
Procedures under the Corporate Code of ConductResolution of the Board of Directors. Whether an opinion was obtained from an independent third party or shareholder approval was sought is not disclosed
Items this document does not state (10)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 provide incentives for the sustained enhancement of corporate value and promote the sharing of value with shareholders. For directors, the purposes also include clarifying the linkage between performance targets and compensation and fostering commitment to business performance.

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Notice Concerning Restricted Stock Compensation for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) and Disposal of Treasury Shares as Restricted Stock for Executive Officers and Employees | ValueCommerce Co.,Ltd. (2491) timely disclosure | Komori