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Share Issuance and Disposal340Azig-zag,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue a total of 26,957 common shares as transfer-restricted stock compensation to 2 directors and 1 executive officer. No cash payment will be required for the directors' portion, while the executive officer will contribute monetary claims in kind at ¥332 per share.

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26957
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much

26,957 common shares (20,180 shares for directors and 6,777 shares for the executive officer)

2 directors (excluding outside directors)20,180 shares
1 executive officer6,777 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.

Directors' portion: no cash payment or contribution of property required; fair value of ¥332 per share. Executive officer's portion: ¥332 per share
Total issue value

Directors' portion: ¥6,699,760 (total fair value); executive officer's portion: ¥2,249,964

Amount of funds to be raised
Total payment amount: ¥2,249,964 (executive officer's portion, through contribution in kind of monetary claims). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total fair value of the directors' portion: ¥6,699,760. Total monetary claims for the executive officer's portion: ¥2,249,964. The compensation limit under the scheme is ¥80 million per year.
発行済株式総数

Increase of 26,957 shares

0.35%

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
Directors' portion: from 25 September 2026 until the date of retirement as a director. Executive officer's portion: in 25% tranches, until 24 March 2027, 24 September 2027, 24 March 2028 and the date of the designated annual general meeting, respectively.
Conditions for lifting transfer restrictions
Directors' portion: the recipient must continuously hold the position of director from the date of the annual general meeting immediately preceding the allotment date through the date of the following year's annual general meeting. Executive officer's portion: during each transfer-restriction period, the recipient must continuously hold either the position of director or executive officer of the Company. If the recipient retires due to death or another reason deemed justified by the Board of Directors, the number of shares subject to release will be adjusted reasonably.
Reason for acquisition without consideration
Upon expiration of the transfer-restriction period or the recipient's retirement, the Company will automatically acquire without consideration any shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered
2 directors: 20,180 shares; 1 executive officer: 6,777 shares
Intended allottee's holding policy
During the transfer-restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The directors' portion will be subject to transfer restrictions from 25 September 2026 until the date of retirement as a director. The executive officer's portion will be subject to transfer restrictions on each 25% tranche until 24 March 2027, 24 September 2027, 24 March 2028 and the date of the designated annual general meeting, respectively.
Payment date
25 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥332. Discount rate/premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
At the 11th Annual General Meeting of Shareholders held on 27 August 2026, approval was obtained for the transfer-restricted stock compensation scheme and a compensation limit of up to 250,000 shares and ¥80 million per year.
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 of26,957 common shares (20,180 shares for directors and 6,777 shares for the executive officer)
Issue price and disposal priceDirectors' portion: no cash payment or contribution of property required; fair value of ¥332 per share. Executive officer's portion: ¥332 per share
Total issue valueDirectors' portion: ¥6,699,760 (total fair value); executive officer's portion: ¥2,249,964
Amount of funds to be raisedTotal payment amount: ¥2,249,964 (executive officer's portion, through contribution in kind of monetary claims). Estimated net proceeds: Not disclosed
Payment date25 September 2026
Intended allotteeName 2 directors (excluding outside directors) / Number of Shares 20,180 shares, Name 1 executive officer / Number of Shares 6,777 shares
Intended allottee's holding policyDuring the transfer-restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The directors' portion will be subject to transfer restrictions from 25 September 2026 until the date of retirement as a director. The executive officer's portion will be subject to transfer restrictions on each 25% tranche until 24 March 2027, 24 September 2027, 24 March 2028 and the date of the designated annual general meeting, respectively.
Dilution Rate0.35%
Total number of issued sharesIncrease of 26,957 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥332. Discount rate/premium rate: Not disclosed.
Transfer restriction periodDirectors' portion: from 25 September 2026 until the date of retirement as a director. Executive officer's portion: in 25% tranches, until 24 March 2027, 24 September 2027, 24 March 2028 and the date of the designated annual general meeting, respectively.
Conditions for lifting transfer restrictionsDirectors' portion: the recipient must continuously hold the position of director from the date of the annual general meeting immediately preceding the allotment date through the date of the following year's annual general meeting. Executive officer's portion: during each transfer-restriction period, the recipient must continuously hold either the position of director or executive officer of the Company. If the recipient retires due to death or another reason deemed justified by the Board of Directors, the number of shares subject to release will be adjusted reasonably.
Reason for acquisition without considerationUpon expiration of the transfer-restriction period or the recipient's retirement, the Company will automatically acquire without consideration any shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered2 directors: 20,180 shares; 1 executive officer: 6,777 shares
Total Stock-Based CompensationTotal fair value of the directors' portion: ¥6,699,760. Total monetary claims for the executive officer's portion: ¥2,249,964. The compensation limit under the scheme is ¥80 million per year.
Procedures under the Corporate Code of ConductAt the 11th Annual General Meeting of Shareholders held on 27 August 2026, approval was obtained for the transfer-restricted stock compensation scheme and a compensation limit of up to 250,000 shares and ¥80 million per year.
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 for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | zig-zag,Inc. (340A) timely disclosure | Komori