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Share Issuance and Disposal3489FaithNetwork Co.,LtdReal estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 14,167 treasury shares at ¥741 per share as restricted stock compensation for 4 directors. The transfer restriction period is 3 years, from 17 July 2026 to 16 July 2029.

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Neutral
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Scale
14167
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,167Shares

14,167 common shares of the Company (treasury shares)

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors14,167 shares

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

¥741 per share
Amount of funds to be raised

Total payment amount: ¥10,497,747 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary claims: ¥10,497,747 (under a compensation framework of up to ¥50 million per year)
発行済株式総数

The total number of issued shares will not increase

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
17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that an eligible director continuously holds one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, or adviser, the transfer restrictions on all of the allocated shares will be lifted when the transfer restriction period expires. If the director leaves office upon expiration of the term or for another legitimate reason, the transfer restrictions will be lifted immediately after departure for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If an eligible director violates laws or regulations during the transfer restriction period or becomes subject to any other specified event set out in the allocation agreement, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration any allocated shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered
4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors, 14,167 shares
Intended allottee's holding policy
During the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them. The restricted transfer period runs from 17 July 2026 to 16 July 2029.
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 Standard Market on 25 June 2026, the business day before the date of the Board of Directors' resolution, was ¥741. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nomination and Compensation Committee for consultation.
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 of14,167 common shares of the Company (treasury shares)
Issue price and disposal price¥741 per share
Amount of funds to be raisedTotal payment amount: ¥10,497,747 (estimated net proceeds: Not disclosed)
Payment date17 July 2026
Intended allotteeName 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 14,167 shares
Intended allottee's holding policyDuring the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them. The restricted transfer period runs from 17 July 2026 to 16 July 2029.
Total number of issued sharesThe total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day before the date of the Board of Directors' resolution, was ¥741. No discount or premium was applied.
Transfer restriction period17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that an eligible director continuously holds one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, or adviser, the transfer restrictions on all of the allocated shares will be lifted when the transfer restriction period expires. If the director leaves office upon expiration of the term or for another legitimate reason, the transfer restrictions will be lifted immediately after departure for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf an eligible director violates laws or regulations during the transfer restriction period or becomes subject to any other specified event set out in the allocation agreement, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration any allocated shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors, 14,167 shares
Total Stock-Based CompensationTotal monetary claims: ¥10,497,747 (under a compensation framework of up to ¥50 million per year)
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Committee for consultation.
Items this document does not state (13)
Total issue valueEstimated 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 achieve sustained enhancement of corporate value and promote long-term shared value with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FaithNetwork Co.,Ltd (3489) timely disclosure | Komori