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Share Issuance and Disposal286AEUCALIA Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,000 treasury shares as restricted stock compensation to 1 director and 3 executive officers. The disposal price is ¥884 per share, for a total of ¥11,492,000.

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11492000
¥
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,000Shares

13,000 common shares of the Company (treasury shares)

1 director of the Company7,300 shares
3 of the Company's executive officers5,700 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.

¥884 per share
Total issue value

¥11,492,000

Amount of funds to be raised
Total payment amount: ¥11,492,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥11,492,000. The annual monetary compensation limit for eligible directors is ¥30 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
Directors: From the disposal date until the later of the conclusion of the first Annual General Meeting of Shareholders thereafter or the filing date of the securities report or other applicable report for the relevant fiscal year. Executive officers: From the disposal date until the later of the date on which they retire or resign from both the position of executive officer and that of employee, or the filing date of the securities report or other applicable report for the relevant fiscal year. As a condition for lifting the restrictions, executive officers must remain continuously employed for 3 years from the disposal date.
Conditions for lifting transfer restrictions
Directors: All of the shares held will be released from the restrictions immediately after retirement, provided that the director has continuously held that position throughout the restriction period. Executive officers: All of the shares held will be released immediately after complete retirement or resignation, provided that the executive officer has continuously held the position of executive officer or employee for 3 years from the disposal date. In the event of retirement or resignation for a valid reason, or death, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 1 / Number of allocated shares 7,300 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 5,700 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of for a specified period. For directors, the transfer restrictions will be lifted immediately after retirement from the position of director, provided that they have continuously held that position throughout the restriction period. For executive officers, the transfer restrictions will be lifted immediately after retirement or resignation, provided that they have continuously held the position of executive officer or employee for 3 years from the disposal date.
Payment date
13 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange market on 13 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥884. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 21st Annual General Meeting of Shareholders held on 26 March 2026, approval was obtained for the payment of monetary compensation claims of up to ¥30 million per year to eligible directors and the issuance or disposal of up to 34,000 shares per year. The disposal of treasury shares was resolved at the Board of Directors meeting held on 14 April 2026.
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 of13,000 common shares of the Company (treasury shares)
Issue price and disposal price¥884 per share
Total issue value¥11,492,000
Amount of funds to be raisedTotal payment amount: ¥11,492,000; estimated net proceeds: Not disclosed
Payment date13 May 2026
Intended allotteeCategory 1 director of the Company / Number of Shares 7,300 shares, Category 3 of the Company's executive officers / Number of Shares 5,700 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of for a specified period. For directors, the transfer restrictions will be lifted immediately after retirement from the position of director, provided that they have continuously held that position throughout the restriction period. For executive officers, the transfer restrictions will be lifted immediately after retirement or resignation, provided that they have continuously held the position of executive officer or employee for 3 years from the disposal date.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange market on 13 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥884. No discount or premium rate is stated.
Transfer restriction periodDirectors: From the disposal date until the later of the conclusion of the first Annual General Meeting of Shareholders thereafter or the filing date of the securities report or other applicable report for the relevant fiscal year. Executive officers: From the disposal date until the later of the date on which they retire or resign from both the position of executive officer and that of employee, or the filing date of the securities report or other applicable report for the relevant fiscal year. As a condition for lifting the restrictions, executive officers must remain continuously employed for 3 years from the disposal date.
Conditions for lifting transfer restrictionsDirectors: All of the shares held will be released from the restrictions immediately after retirement, provided that the director has continuously held that position throughout the restriction period. Executive officers: All of the shares held will be released immediately after complete retirement or resignation, provided that the executive officer has continuously held the position of executive officer or employee for 3 years from the disposal date. In the event of retirement or resignation for a valid reason, or death, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 1 / Number of allocated shares 7,300 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 5,700 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥11,492,000. The annual monetary compensation limit for eligible directors is ¥30 million.
Procedures under the Corporate Code of ConductAt the 21st Annual General Meeting of Shareholders held on 26 March 2026, approval was obtained for the payment of monetary compensation claims of up to ¥30 million per year to eligible directors and the issuance or disposal of up to 34,000 shares per year. The disposal of treasury shares was resolved at the Board of Directors meeting held on 14 April 2026.
Items this document does not state (13)
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 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 directors with an incentive to sustainably increase corporate value and promote value sharing with shareholders. The system will also be introduced and grants made to executive officers after taking into consideration the purpose of the system, the Company's performance and the scope of their responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | EUCALIA Inc. (286A) timely disclosure | Komori