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Share Issuance and Disposal339APROGRESS TECHNOLOGIES GROUP,Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 14,968 treasury shares to 10 directors and executive officers as restricted stock compensation. The shares will be subject to transfer restrictions for 70 years and, in principle, the restrictions will be lifted upon expiration of the period, subject to continued service or employment.

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14968
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,968Shares

14,968 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 11,177 shares
Directors of the Company's subsidiaries1 / 821 shares
Executive officers who do not concurrently serve as directors of the Company's subsidiaries6 / 2,970 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.

¥976 per share
Total issue value

¥14,608,768

Amount of funds to be raised
Total monetary claims contributed in kind: ¥14,608,768. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥14,608,768. The compensation limit is ¥50 million per year, and the total number of shares issued or disposed of to eligible directors is limited to 37,000 shares 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
70 years (26 June 2026 to 25 June 2096)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, subject to the recipient having continuously held one of the following positions at the Company or one of its subsidiaries during the period: director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor, adviser, consultant, employee or any equivalent position. In the event of retirement or resignation due to expiration of a term of office, reaching the mandatory retirement age or another legitimate reason, the restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the months of service.
Reason for acquisition without consideration
If, during the transfer restriction period, a recipient engages in a violation of laws or regulations or otherwise meets any of the specified conditions set forth in the restricted stock allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place upon expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons Covered
Directors of the Company (excluding Audit and Supervisory Committee members and outside directors): 3 people, 11,177 shares; directors of subsidiaries: 1 person, 821 shares; executive officers who do not concurrently serve as directors of subsidiaries: 6 people, 2,970 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any manner. The transfer restriction period runs from 26 June 2026 to 25 June 2096.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥976. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 6th Annual General Meeting of Shareholders held on 28 May 2026, approval was obtained for the total compensation amount, total number of shares and transfer restriction period under this plan.
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 of14,968 common shares of the Company (treasury shares)
Issue price and disposal price¥976 per share
Total issue value¥14,608,768
Amount of funds to be raisedTotal monetary claims contributed in kind: ¥14,608,768. Estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 11,177 shares, Name Directors of the Company's subsidiaries / Number of Employees 1 / Number of Shares 821 shares, Name Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 6 / Number of Shares 2,970 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any manner. The transfer restriction period runs from 26 June 2026 to 25 June 2096.
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 Growth Market on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥976. Discount rate/premium rate: Not disclosed
Transfer restriction period70 years (26 June 2026 to 25 June 2096)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, subject to the recipient having continuously held one of the following positions at the Company or one of its subsidiaries during the period: director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor, adviser, consultant, employee or any equivalent position. In the event of retirement or resignation due to expiration of a term of office, reaching the mandatory retirement age or another legitimate reason, the restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the months of service.
Reason for acquisition without considerationIf, during the transfer restriction period, a recipient engages in a violation of laws or regulations or otherwise meets any of the specified conditions set forth in the restricted stock allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place upon expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons CoveredDirectors of the Company (excluding Audit and Supervisory Committee members and outside directors): 3 people, 11,177 shares; directors of subsidiaries: 1 person, 821 shares; executive officers who do not concurrently serve as directors of subsidiaries: 6 people, 2,970 shares
Total Stock-Based CompensationTotal monetary claims: ¥14,608,768. The compensation limit is ¥50 million per year, and the total number of shares issued or disposed of to eligible directors is limited to 37,000 shares per year.
Procedures under the Corporate Code of ConductAt the 6th Annual General Meeting of Shareholders held on 28 May 2026, approval was obtained for the total compensation amount, total number of shares and transfer restriction period under this plan.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 pursue sustained enhancement of corporate value and promote value sharing with shareholders, as well as to further enhance the motivation of the eligible directors and others and achieve value sharing with shareholders over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | PROGRESS TECHNOLOGIES GROUP,Inc. (339A) timely disclosure | Komori