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Share Issuance and Disposal338AZenmuTech,Inc.Information and Communications, Services and Others

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

The Board of Directors resolved to issue 4,000 common shares as restricted stock compensation to 2 Directors who are Audit and Supervisory Committee Members. The issue price is ¥2,462 per share, and the payment date is 14 May 2026.

Worth reading
36Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
4000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much4,000Shares

4,000 common shares

2 Directors who are Audit and Supervisory Committee Members: 4,000 shares

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

¥2,462 per share
Total issue value

¥9,848,000

Total Stock-Based Compensation
Up to ¥20 million per year 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
One year from 14 May 2026 to 13 May 2027
Conditions for lifting transfer restrictions
Subject to the eligible Directors continuously remaining in the position of Director of the Company throughout the restricted period, all transfer restrictions on the shares allotted under this arrangement will be lifted upon expiration of the period. If a Director retires for a valid reason, the number of shares subject to the lifting of restrictions and the timing thereof will be reasonably adjusted.
Reason for acquisition without consideration
If an eligible Director retires as a Director without a valid reason before the expiration of the restricted period, or if the transfer restrictions have not been lifted at the expiration of the period, the Company will acquire the shares without consideration.
Stock Split Ratio2 common shares for each common share, effective 1 April 2026
Categories and Number of Persons Covered
2 Directors who are Audit and Supervisory Committee Members: 4,000 shares
Payment date
14 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 14 April 2026, ¥2,462. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 12th Annual General Meeting of Shareholders held on 26 March 2026, approval was obtained for the maximum total amount of monetary compensation receivables and the maximum number of shares to be issued or disposed of under this arrangement.
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 of4,000 common shares
Issue price and disposal price¥2,462 per share
Total issue value¥9,848,000
Payment date14 May 2026
Intended allottee2 Directors who are Audit and Supervisory Committee Members: 4,000 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 14 April 2026, ¥2,462. No discount or premium.
Transfer restriction periodOne year from 14 May 2026 to 13 May 2027
Conditions for lifting transfer restrictionsSubject to the eligible Directors continuously remaining in the position of Director of the Company throughout the restricted period, all transfer restrictions on the shares allotted under this arrangement will be lifted upon expiration of the period. If a Director retires for a valid reason, the number of shares subject to the lifting of restrictions and the timing thereof will be reasonably adjusted.
Reason for acquisition without considerationIf an eligible Director retires as a Director without a valid reason before the expiration of the restricted period, or if the transfer restrictions have not been lifted at the expiration of the period, the Company will acquire the shares without consideration.
Categories and Number of Persons Covered2 Directors who are Audit and Supervisory Committee Members: 4,000 shares
Total Stock-Based CompensationUp to ¥20 million per year for Directors who are Audit and Supervisory Committee Members
Stock Split Ratio2 common shares for each common share, effective 1 April 2026
Procedures under the Corporate Code of ConductAt the 12th Annual General Meeting of Shareholders held on 26 March 2026, approval was obtained for the maximum total amount of monetary compensation receivables and the maximum number of shares to be issued or disposed of under this arrangement.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 achieve sustainable growth in corporate value and promote value sharing with shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | ZenmuTech,Inc. (338A) timely disclosure | Komori