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Share Issuance and Disposal3010Polaris Holdings Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 160,000 common shares to 8 directors as restricted stock compensation. The issue price is ¥197 per share, and payment will be made through an in-kind contribution of monetary compensation receivables.

Worth reading
49Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
160000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much160,000Shares

160,000 common shares of the Company (new shares)

8 directors of the Company (excluding directors who are Audit and Supervisory Committee members)160,000 shares

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

¥197 per share
Total issue value

¥31,520,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥31,520,000 (the compensation receivables approved by the shareholders are capped at ¥50 million per year)
発行済株式総数

Increase of 160,000 shares

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 payment date for the shares allocated under this plan until the later of the date on which the recipient ceases to be a director of the Company or the date on which the securities report or other applicable report for the fiscal year containing the payment date is filed.
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiry of the restriction period, provided that the recipient remains a director of the Company continuously from the date of the annual general meeting of shareholders immediately preceding the payment date until the conclusion of the first annual general meeting of shareholders held thereafter. If the recipient ceases to be a director for a valid reason or due to death, the restrictions will be lifted in part in proportion to the number of months served.
Reason for acquisition without consideration
If the recipient ceases to be a director during the restriction period without a valid reason, if any shares remain subject to restrictions when the restrictions are lifted, or if any shares remain subject to restrictions after the restrictions are lifted as a result of a corporate reorganization or other similar event.
Categories and Number of Persons Covered
8 directors of the Company (excluding directors who are Audit and Supervisory Committee members), 160,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 21 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥197. No discount or premium was applied.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of160,000 common shares of the Company (new shares)
Issue price and disposal price¥197 per share
Total issue value¥31,520,000
Payment date21 August 2026
Intended allotteeName 8 directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 160,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Total number of issued sharesIncrease of 160,000 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 21 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥197. No discount or premium was applied.
Transfer restriction periodFrom the payment date for the shares allocated under this plan until the later of the date on which the recipient ceases to be a director of the Company or the date on which the securities report or other applicable report for the fiscal year containing the payment date is filed.
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiry of the restriction period, provided that the recipient remains a director of the Company continuously from the date of the annual general meeting of shareholders immediately preceding the payment date until the conclusion of the first annual general meeting of shareholders held thereafter. If the recipient ceases to be a director for a valid reason or due to death, the restrictions will be lifted in part in proportion to the number of months served.
Reason for acquisition without considerationIf the recipient ceases to be a director during the restriction period without a valid reason, if any shares remain subject to restrictions when the restrictions are lifted, or if any shares remain subject to restrictions after the restrictions are lifted as a result of a corporate reorganization or other similar event.
Categories and Number of Persons Covered8 directors of the Company (excluding directors who are Audit and Supervisory Committee members), 160,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥31,520,000 (the compensation receivables approved by the shareholders are capped at ¥50 million per year)
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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.

To provide the eligible directors with an incentive to sustainably enhance the corporate value of the Company Group and to promote value sharing between the eligible directors and shareholders. The Company also took into consideration the purpose of the plan, the Company's performance and other relevant circumstances.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Polaris Holdings Co.,Ltd. (3010) timely disclosure | Komori