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Share Issuance and Disposal3157GEOLIVE Group CorporationTrading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors

The company resolved to dispose of 18,811 treasury shares as restricted stock by making an in-kind contribution of monetary compensation receivables granted as compensation to its directors and directors of its subsidiaries. The shares will be subject to restrictions on transfer and other dispositions for a specified period.

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Direction
Neutral
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Scale
18811
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,811Shares

18,811 common shares (treasury shares)

7 directors of the Company (including outside directors)13,192 shares
3 directors of the Company's subsidiaries5,619 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.

¥1,375 per share
Total issue value

¥25,865,125

Amount of funds to be raised
Total payment amount: ¥25,865,125; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥25,865,125 (¥18,139,000 for the company's directors and ¥7,726,125 for directors of subsidiaries). The compensation limit is ¥75 million per year, of which the portion for outside directors is capped at ¥6.5 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury 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 24 July 2026, the payment date, until the date on which the recipient ceases to hold any position as a director of the company or its subsidiaries, or any other position designated by the company's Board of Directors
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as either a director or employee of the company or its subsidiaries from 24 July 2026 until the conclusion of the company's annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the company's Board of Directors, all of the allotted shares will also be released from the transfer restrictions upon expiration of the restriction period.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company (including outside directors) / Number of Employees 7 / Number of allocated shares 13,192 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of allocated shares 5,619 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which the recipient ceases to hold any position as a director of the company or its subsidiaries, or any other position designated by the company's Board of Directors, the recipient may not transfer, create security interests over or otherwise dispose of the shares.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,375. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the 17th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the restricted stock compensation plan and the applicable ceilings on the number of shares and compensation amount.
Impact on Business Performance
The documents do not state the impact of this disposal of treasury shares on the company's results.
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 of18,811 common shares (treasury shares)
Issue price and disposal price¥1,375 per share
Total issue value¥25,865,125
Amount of funds to be raisedTotal payment amount: ¥25,865,125; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 7 directors of the Company (including outside directors) / Number of Shares 13,192 shares, Name 3 directors of the Company's subsidiaries / Number of Shares 5,619 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which the recipient ceases to hold any position as a director of the company or its subsidiaries, or any other position designated by the company's Board of Directors, the recipient may not transfer, create security interests over or otherwise dispose of the shares.
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 on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,375. No discount or premium is stated.
Transfer restriction periodFrom 24 July 2026, the payment date, until the date on which the recipient ceases to hold any position as a director of the company or its subsidiaries, or any other position designated by the company's Board of Directors
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as either a director or employee of the company or its subsidiaries from 24 July 2026 until the conclusion of the company's annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the company's Board of Directors, all of the allotted shares will also be released from the transfer restrictions upon expiration of the restriction period.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (including outside directors) / Number of Employees 7 / Number of allocated shares 13,192 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of allocated shares 5,619 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥25,865,125 (¥18,139,000 for the company's directors and ¥7,726,125 for directors of subsidiaries). The compensation limit is ¥75 million per year, of which the portion for outside directors is capped at ¥6.5 million per year.
Procedures under the Corporate Code of ConductAt the 17th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the restricted stock compensation plan and the applicable ceilings on the number of shares and compensation amount.
Impact on Business PerformanceThe documents do not state the impact of this disposal of treasury shares on the company's results.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 provide directors of the company and its subsidiaries with incentives to continuously enhance corporate value and shareholder value over the medium to long term and to promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors | GEOLIVE Group Corporation (3157) timely disclosure | Komori