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Share Issuance and Disposal3320CROSS PLUS INC.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allot 31,400 treasury shares as restricted stock compensation to a total of 117 directors, executive officers, directors of subsidiaries and senior employees. The shares may not be transferred for a specified period, until the recipient retires or leaves the Company, or until 15 June 2031.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.4
% (percentage of total shares issued; dilution rate)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much31,400Shares

31,400 common shares of the Company (treasury shares)

Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members)4 / 10,000 shares
Executive officers and directors of subsidiaries10 / 7,800 shares
Senior employees103 / 13,600 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.

¥1,294 per share
Total issue value

¥40,631,600

Amount of funds to be raised
Total payment amount: ¥40,631,600; estimated net proceeds: not stated
Total Stock-Based Compensation
Total monetary compensation receivables: ¥40,631,600. The annual compensation limit is ¥50 million, and the annual share limit is 35,000 shares.
発行済株式総数

As this is a disposal of treasury shares, the total number of shares outstanding will not increase; the post-disposal number of shares is not stated.

0.4%

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
For eligible directors and eligible executive officers, etc., from 15 June 2026 until each person's retirement or departure date. For eligible senior employees, from 15 June 2026 until 15 June 2031.
Conditions for lifting transfer restrictions
For eligible directors, the recipient must continuously hold the position of director during Service Provision Period I. For eligible executive officers, etc., the recipient must continuously hold the position of executive officer or director of a subsidiary from 1 February 2026 through 31 January 2027. For eligible senior employees, the recipient must continuously hold the position of senior employee during Service Provision Period II. For eligible senior employees, the Company may lift the transfer restrictions when the recipient loses the position because of the expiry of the employment period, death or another reason deemed valid by the Board of Directors.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted when the restricted transfer period expires. The Company will also acquire the shares without consideration if an eligible director or eligible executive officer, etc., retires during the prescribed service provision period, if an eligible senior employee loses the prescribed position before the end of Service Provision Period II, or in the event of a reorganisation or other similar event.
Categories and Number of Persons Covered
Category Directors / Number of Employees 4 / Number of allocated shares 10,000 shares, Category Executive officers and directors of subsidiaries / Number of Employees 10 / Number of allocated shares 7,800 shares, Category Senior employees / Number of Employees 103 / Number of allocated shares 13,600 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted shares will be managed in dedicated accounts at Daiwa Securities Co., Ltd.
Payment date
15 June 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 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,294. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Approval for the introduction of the restricted stock compensation plan and related matters was obtained at the annual general meetings held on 21 April 2023 and 26 April 2024. The disposal of treasury shares was resolved by the Board of Directors.
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 of31,400 common shares of the Company (treasury shares)
Issue price and disposal price¥1,294 per share
Total issue value¥40,631,600
Amount of funds to be raisedTotal payment amount: ¥40,631,600; estimated net proceeds: not stated
Payment date15 June 2026
Intended allotteeCategory Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of Shares 10,000 shares, Category Executive officers and directors of subsidiaries / Number of Employees 10 / Number of Shares 7,800 shares, Category Senior employees / Number of Employees 103 / Number of Shares 13,600 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted shares will be managed in dedicated accounts at Daiwa Securities Co., Ltd.
Dilution Rate0.4%
Total number of issued sharesAs this is a disposal of treasury shares, the total number of shares outstanding will not increase; the post-disposal number of shares is not stated.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 21 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,294. No discount or premium applies.
Transfer restriction periodFor eligible directors and eligible executive officers, etc., from 15 June 2026 until each person's retirement or departure date. For eligible senior employees, from 15 June 2026 until 15 June 2031.
Conditions for lifting transfer restrictionsFor eligible directors, the recipient must continuously hold the position of director during Service Provision Period I. For eligible executive officers, etc., the recipient must continuously hold the position of executive officer or director of a subsidiary from 1 February 2026 through 31 January 2027. For eligible senior employees, the recipient must continuously hold the position of senior employee during Service Provision Period II. For eligible senior employees, the Company may lift the transfer restrictions when the recipient loses the position because of the expiry of the employment period, death or another reason deemed valid by the Board of Directors.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been lifted when the restricted transfer period expires. The Company will also acquire the shares without consideration if an eligible director or eligible executive officer, etc., retires during the prescribed service provision period, if an eligible senior employee loses the prescribed position before the end of Service Provision Period II, or in the event of a reorganisation or other similar event.
Categories and Number of Persons CoveredCategory Directors / Number of Employees 4 / Number of allocated shares 10,000 shares, Category Executive officers and directors of subsidiaries / Number of Employees 10 / Number of allocated shares 7,800 shares, Category Senior employees / Number of Employees 103 / Number of allocated shares 13,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥40,631,600. The annual compensation limit is ¥50 million, and the annual share limit is 35,000 shares.
Procedures under the Corporate Code of ConductApproval for the introduction of the restricted stock compensation plan and related matters was obtained at the annual general meetings held on 21 April 2023 and 26 April 2024. The disposal of treasury shares was resolved by the Board of Directors.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CROSS PLUS INC. (3320) timely disclosure | Komori