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Share Issuance and Disposal2689OLBA DVx HEALTHCARE,Inc.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation

The Company resolved to dispose of 20,300 of its treasury shares as restricted stock compensation to 6 executive officers of its wholly owned subsidiary, in exchange for an in-kind contribution of monetary compensation claims.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
20300
shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much20,300Shares

20,300 treasury shares

6 executive officers who do not concurrently serve as directors of the Company's subsidiaries20,300 shares

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

¥1,911 per share
Total issue value

¥38,793,300

Amount of funds to be raised
As the shares are issued in exchange for an in-kind contribution of monetary compensation claims, no cash will be paid into the Company. Total monetary claims: ¥38,793,300; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥38,793,300
発行済株式総数

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

No dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase

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
10 December 2026 to 10 December 2055
Conditions for lifting transfer restrictions
All transfer restrictions on the allocated shares held at the end of the restriction period will be lifted, provided that the holder continuously holds one of the positions of director, executive officer or employee of the Company's group from the start date of the restriction period through the end of the holder's term. In the event of departure or retirement for a legitimate reason, such as the end of the holder's term or reaching the mandatory retirement age, restrictions will be lifted in part in proportion to the period of service.
Reason for acquisition without consideration
If the holder ceases to hold any position as a director or executive officer of the Company's group between the start date of the restriction period and the day before the end of the holder's term, except where the Company's Board of Directors recognizes a legitimate reason. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the restriction period, as well as any shares whose transfer restrictions have not been lifted when the holder departs or retires in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
6 executive officers who do not concurrently serve as directors of the Company's subsidiaries; 20,300 shares
Intended allottee's holding policy
Transfers to third parties, pledges and any other disposal are prohibited from 10 December 2026 through 10 December 2055. The Company will acquire the shares without consideration if certain events occur.
Payment date
10 December 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 29 October 2026, the business day before the date of the Board of Directors' resolution, was ¥1,911. No discount or premium rate was disclosed.
Impact on Business Performance
No impact on financial results is stated
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 of20,300 treasury shares
Issue price and disposal price¥1,911 per share
Total issue value¥38,793,300
Amount of funds to be raisedAs the shares are issued in exchange for an in-kind contribution of monetary compensation claims, no cash will be paid into the Company. Total monetary claims: ¥38,793,300; estimated net proceeds: Not disclosed
Payment date10 December 2026
Intended allotteeName 6 executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Shares 20,300 shares
Intended allottee's holding policyTransfers to third parties, pledges and any other disposal are prohibited from 10 December 2026 through 10 December 2055. The Company will acquire the shares without consideration if certain events occur.
Dilution RateNo dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase
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 paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 29 October 2026, the business day before the date of the Board of Directors' resolution, was ¥1,911. No discount or premium rate was disclosed.
Transfer restriction period10 December 2026 to 10 December 2055
Conditions for lifting transfer restrictionsAll transfer restrictions on the allocated shares held at the end of the restriction period will be lifted, provided that the holder continuously holds one of the positions of director, executive officer or employee of the Company's group from the start date of the restriction period through the end of the holder's term. In the event of departure or retirement for a legitimate reason, such as the end of the holder's term or reaching the mandatory retirement age, restrictions will be lifted in part in proportion to the period of service.
Reason for acquisition without considerationIf the holder ceases to hold any position as a director or executive officer of the Company's group between the start date of the restriction period and the day before the end of the holder's term, except where the Company's Board of Directors recognizes a legitimate reason. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the restriction period, as well as any shares whose transfer restrictions have not been lifted when the holder departs or retires in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered6 executive officers who do not concurrently serve as directors of the Company's subsidiaries; 20,300 shares
Total Stock-Based CompensationTotal monetary claims: ¥38,793,300
Impact on Business PerformanceNo impact on financial results is stated
Items this document does not state (11)
Estimated 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 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 share with shareholders the benefits and risks of share price fluctuations, increase their motivation to contribute to higher share prices and corporate value, and provide an incentive to enhance corporate value sustainably.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation | OLBA DVx HEALTHCARE,Inc. (2689) timely disclosure | Komori