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Share Issuance and Disposal3040SOLITON SYSTEMS K.K.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was resolved to dispose of 9,900 treasury shares as restricted stock compensation for 16 employees. The disposal price is ¥2,061 per share, and transfer restrictions will apply until 31 March 2029 at the latest.

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Neutral
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Scale
9900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,900Shares

9,900 common shares of the Company (treasury shares)

16 employees of the Company9,900 shares

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

¥2,061 per share
Total issue value

¥20,403,900

Total Stock-Based Compensation
Total monetary compensation claims: ¥20,403,900
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
Shares subject to Allocation 1: 18 June 2026 to 31 March 2027; Shares subject to Allocation 2: 18 June 2026 to 31 March 2028; Shares subject to Allocation 3: 18 June 2026 to 31 March 2029
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of each respective transfer restriction period, provided that the recipient has continuously held one of the positions of director, executive officer or employee of the Company during Compensation Periods 1 to 3, respectively. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part in proportion to the number of months of service.
Reason for acquisition without consideration
If the recipient resigns or retires from all positions as director, executive officer and employee of the Company before the end of the applicable Compensation Period, except where the Board of Directors recognizes a legitimate reason. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period, as well as any shares whose transfer restrictions have not been lifted before the effective date of a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Employees of the Company: 16 people; 9,900 shares
Intended allottee's holding policy
The shares will be held and maintained in designated accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to any third party or otherwise disposed of in any way.
Payment date
18 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 20 May 2026, ¥2,061. No discount or premium.
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 of9,900 common shares of the Company (treasury shares)
Issue price and disposal price¥2,061 per share
Total issue value¥20,403,900
Payment date18 June 2026
Intended allotteeName 16 employees of the Company / Number of Shares 9,900 shares
Intended allottee's holding policyThe shares will be held and maintained in designated accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to any third party or otherwise disposed of in any way.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 20 May 2026, ¥2,061. No discount or premium.
Transfer restriction periodShares subject to Allocation 1: 18 June 2026 to 31 March 2027; Shares subject to Allocation 2: 18 June 2026 to 31 March 2028; Shares subject to Allocation 3: 18 June 2026 to 31 March 2029
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of each respective transfer restriction period, provided that the recipient has continuously held one of the positions of director, executive officer or employee of the Company during Compensation Periods 1 to 3, respectively. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part in proportion to the number of months of service.
Reason for acquisition without considerationIf the recipient resigns or retires from all positions as director, executive officer and employee of the Company before the end of the applicable Compensation Period, except where the Board of Directors recognizes a legitimate reason. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period, as well as any shares whose transfer restrictions have not been lifted before the effective date of a corporate reorganization or other similar event.
Categories and Number of Persons CoveredEmployees of the Company: 16 people; 9,900 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥20,403,900
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 employees with an incentive to achieve sustained growth in the Company's corporate value and to improve talent retention.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SOLITON SYSTEMS K.K. (3040) timely disclosure | Komori