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Share Issuance and Disposal2497UNITED,Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Employees of the Company and Directors and Employees of Its Subsidiaries

The Company has decided to dispose of 75,250 treasury shares as restricted stock to its directors and employees and the directors and employees of its subsidiaries. The recipients may retain the shares if they remain employed for a specified period and satisfy the performance conditions.

Worth reading
52Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.2
% (dilution rate)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much75,250Shares

75,250 shares of the Company's common stock (treasury shares)

The Company's directors (excluding outside directors)4 / 20,000 shares
The Company's employees and the directors and employees of the Company's subsidiaries34 / 55,250 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.

¥504 per share
Total issue value

¥37,926,000

Total Stock-Based Compensation
Monetary compensation claims for directors: up to ¥150 million per year for performance-based restricted stock and up to ¥50 million per year for service-based restricted stock
発行済株式総数

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

0.2%

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 17 July 2026 to 17 July 2028 (2 years)
Conditions for lifting transfer restrictions
Eligible directors: in addition to continuous service throughout the restriction period, achievement of the performance targets for the performance indicators established by the Company's Board of Directors. Eligible employees and others: continuous service throughout the restriction period. If an eligible recipient loses the relevant position during the period, restrictions will be lifted only on the number of shares calculated according to a specified formula.
Reason for acquisition without consideration
Upon expiration of the restriction period, or when an eligible recipient retires, resigns, or otherwise loses the prescribed position, the Company will acquire without consideration any shares whose restrictions have not been lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire the shares without consideration subject to specified conditions.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 20,000 shares; 34 employees of the Company and directors and employees of the Company's subsidiaries, 55,250 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. For eligible directors, all restrictions will be lifted if they remain continuously in office from 17 July 2026 to 17 July 2028 and satisfy the performance conditions. For eligible employees and others, all restrictions will be lifted if they continuously hold the position of director, audit & supervisory board member or employee of the Company Group throughout the same period.
Payment date
17 July 2026
Basis for determining the amount to be paid
¥504, the closing price of the Company's common stock on the Tokyo Stock Exchange on 17 June 2026, the business day preceding the date of the Board of Directors' resolution. There is no discount or premium.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock
Number of shares to be issued or disposed of75,250 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥504 per share
Total issue value¥37,926,000
Payment date17 July 2026
Intended allotteeCategory The Company's directors (excluding outside directors) / Number of Employees 4 / Number of shares 20,000 shares, Category The Company's employees and the directors and employees of the Company's subsidiaries / Number of Employees 34 / Number of shares 55,250 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. For eligible directors, all restrictions will be lifted if they remain continuously in office from 17 July 2026 to 17 July 2028 and satisfy the performance conditions. For eligible employees and others, all restrictions will be lifted if they continuously hold the position of director, audit & supervisory board member or employee of the Company Group throughout the same period.
Dilution Rate0.2%
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 paid¥504, the closing price of the Company's common stock on the Tokyo Stock Exchange on 17 June 2026, the business day preceding the date of the Board of Directors' resolution. There is no discount or premium.
Transfer restriction periodFrom 17 July 2026 to 17 July 2028 (2 years)
Conditions for lifting transfer restrictionsEligible directors: in addition to continuous service throughout the restriction period, achievement of the performance targets for the performance indicators established by the Company's Board of Directors. Eligible employees and others: continuous service throughout the restriction period. If an eligible recipient loses the relevant position during the period, restrictions will be lifted only on the number of shares calculated according to a specified formula.
Reason for acquisition without considerationUpon expiration of the restriction period, or when an eligible recipient retires, resigns, or otherwise loses the prescribed position, the Company will acquire without consideration any shares whose restrictions have not been lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire the shares without consideration subject to specified conditions.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 20,000 shares; 34 employees of the Company and directors and employees of the Company's subsidiaries, 55,250 shares
Total Stock-Based CompensationMonetary compensation claims for directors: up to ¥150 million per year for performance-based restricted stock and up to ¥50 million per year for service-based restricted stock
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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.

For directors, to clarify the linkage between performance targets and share value, thereby increasing their motivation to achieve performance targets and contribute to enhancing corporate value over the medium to long term. For employees and the officers and employees of subsidiaries, to provide incentives for the sustained enhancement of the corporate value of the Company Group and promote value sharing with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Employees of the Company and Directors and Employees of Its Subsidiaries | UNITED,Inc. (2497) timely disclosure | Komori