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Share Issuance and Disposal3185DREAM VISION CO.,LTD.Retail

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

The Company has resolved to issue a total of 26,400 restricted stock compensation shares to 3 directors as part of their compensation. The shares will be allotted through an in-kind contribution of monetary compensation receivables owed to each director.

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Neutral
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Scale
26400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much26,400Shares

26,400 common shares of the Company

Directors of the Company (excluding directors who are Audit and Supervisory Committee members)1 / 23,500 shares
Directors of the Company who are Audit and Supervisory Committee members2 (including 2 Outside Directors) / 2,900 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.

¥148 per share
Total issue value

¥3,907,200

Total Stock-Based Compensation
Total monetary compensation receivables of ¥3,907,200 (including ¥429,200 for outside directors). The annual compensation limits are ¥100 million for directors (excluding directors who are Audit and Supervisory Committee members) and ¥30 million for directors who are Audit and Supervisory Committee members.
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 17 July 2026 until the date on which the allottee ceases to be a director of the Company
Conditions for lifting transfer restrictions
The allottee must remain a director of the Company continuously from the commencement date of this restricted transfer period until the date of the first annual general meeting of shareholders of the Company held after that date. If the allottee ceases to be a director for a justifiable reason, part of the restrictions will be lifted in proportion to the number of months served.
Reason for acquisition without consideration
If the allottee ceases to be a director before the day preceding the date of the first annual general meeting of shareholders, except where the Board of Directors recognizes a justifiable reason. Shares for which the conditions for lifting the restrictions are not satisfied and the restrictions therefore remain in place, as well as shares whose restrictions remain in place on the business day preceding the effective date of a corporate reorganization or similar transaction, will also be acquired without consideration.
Categories and Number of Persons Covered
1 director of the Company (excluding directors who are Audit and Supervisory Committee members), 23,500 shares; 2 directors of the Company who are Audit and Supervisory Committee members (including 2 outside directors), 2,900 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to any third party, pledged, used to establish a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
17 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 22 June 2026 was ¥148. This was the closing price on the immediately preceding business day, with no discount or premium.
Procedures under the Corporate Code of Conduct
Resolution of the Board of Directors at its meeting held on 23 June 2026 and consultation among the directors who are Audit and Supervisory Committee members
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 of26,400 common shares of the Company
Issue price and disposal price¥148 per share
Total issue value¥3,907,200
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 1 / Number of Shares 23,500 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 2 (including 2 Outside Directors) / Number of Shares 2,900 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to any third party, pledged, used to establish a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026 was ¥148. This was the closing price on the immediately preceding business day, with no discount or premium.
Transfer restriction periodFrom 17 July 2026 until the date on which the allottee ceases to be a director of the Company
Conditions for lifting transfer restrictionsThe allottee must remain a director of the Company continuously from the commencement date of this restricted transfer period until the date of the first annual general meeting of shareholders of the Company held after that date. If the allottee ceases to be a director for a justifiable reason, part of the restrictions will be lifted in proportion to the number of months served.
Reason for acquisition without considerationIf the allottee ceases to be a director before the day preceding the date of the first annual general meeting of shareholders, except where the Board of Directors recognizes a justifiable reason. Shares for which the conditions for lifting the restrictions are not satisfied and the restrictions therefore remain in place, as well as shares whose restrictions remain in place on the business day preceding the effective date of a corporate reorganization or similar transaction, will also be acquired without consideration.
Categories and Number of Persons Covered1 director of the Company (excluding directors who are Audit and Supervisory Committee members), 23,500 shares; 2 directors of the Company who are Audit and Supervisory Committee members (including 2 outside directors), 2,900 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥3,907,200 (including ¥429,200 for outside directors). The annual compensation limits are ¥100 million for directors (excluding directors who are Audit and Supervisory Committee members) and ¥30 million for directors who are Audit and Supervisory Committee members.
Procedures under the Corporate Code of ConductResolution of the Board of Directors at its meeting held on 23 June 2026 and consultation among the directors who are Audit and Supervisory Committee members
Items this document does not state (14)
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 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.

For directors, to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to share price appreciation and the enhancement of corporate value; and for directors who are Audit and Supervisory Committee members, to provide incentives to prevent damage to corporate value and maintain trust by sharing value with minority shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | DREAM VISION CO.,LTD. (3185) timely disclosure | Komori