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Share Issuance and Disposal3565Ascentech K.K.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Employees

The Company resolved to dispose of a total of 60,000 treasury shares as restricted stock to 3 directors and 14 employees. The transfer restrictions will remain in place for the directors throughout the period of service and, in principle, for 3 years for the employees.

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Direction
Neutral
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Scale
60000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

60,000 shares of the Company's common stock (18,000 shares for 3 directors and 42,000 shares for 14 employees)

3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)18,000 shares
14 of the Company's employees42,000 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.

¥462 per share
Total issue value

¥27,720,000

Amount of funds to be raised
Total payment amount: ¥27,720,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥27,720,000
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: from 12 June 2026 until the date on which they lose all status as a director, executive officer or employee of the Company, or, in certain cases, until the date on which the Company's semiannual securities report for fiscal 2026 is filed. Employees: from 12 June 2026 through 11 June 2029.
Conditions for lifting transfer restrictions
Directors: continuously holding one of the positions of director, executive officer or employee of the Company from 12 June 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending January 2027. Employees: continuously holding one of the positions of director, executive officer or employee of the Company throughout the transfer restriction period. In the event of retirement due to death or another reason deemed valid by the Board of Directors, or in the event of a corporate reorganization or other similar event, a portion of the restrictions will be lifted according to the period of service and other relevant factors.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other time specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Stock Split RatioA three-for-one stock split, to be implemented with 30 April 2026 as the record date (effective date: Not disclosed)
Categories and Number of Persons Covered
3 directors: 18,000 shares; 14 employees: 42,000 shares
Intended allottee's holding policy
For directors, transfers, the creation of security interests and other dispositions will be prohibited from 12 June 2026 until the date on which they lose all status as a director, executive officer or employee of the Company, or another specified date. For employees, these actions will be prohibited from 12 June 2026 through 11 June 2029.
Payment date
12 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 12 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥462. No discount or premium applies.
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 of60,000 shares of the Company's common stock (18,000 shares for 3 directors and 42,000 shares for 14 employees)
Issue price and disposal price¥462 per share
Total issue value¥27,720,000
Amount of funds to be raisedTotal payment amount: ¥27,720,000; estimated net proceeds: Not disclosed
Payment date12 June 2026
Intended allotteeCategory 3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 18,000 shares, Category 14 of the Company's employees / Number of Shares 42,000 shares
Intended allottee's holding policyFor directors, transfers, the creation of security interests and other dispositions will be prohibited from 12 June 2026 until the date on which they lose all status as a director, executive officer or employee of the Company, or another specified date. For employees, these actions will be prohibited from 12 June 2026 through 11 June 2029.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 12 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥462. No discount or premium applies.
Transfer restriction periodDirectors: from 12 June 2026 until the date on which they lose all status as a director, executive officer or employee of the Company, or, in certain cases, until the date on which the Company's semiannual securities report for fiscal 2026 is filed. Employees: from 12 June 2026 through 11 June 2029.
Conditions for lifting transfer restrictionsDirectors: continuously holding one of the positions of director, executive officer or employee of the Company from 12 June 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending January 2027. Employees: continuously holding one of the positions of director, executive officer or employee of the Company throughout the transfer restriction period. In the event of retirement due to death or another reason deemed valid by the Board of Directors, or in the event of a corporate reorganization or other similar event, a portion of the restrictions will be lifted according to the period of service and other relevant factors.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other time specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered3 directors: 18,000 shares; 14 employees: 42,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥27,720,000
Stock Split RatioA three-for-one stock split, to be implemented with 30 April 2026 as the record date (effective date: Not disclosed)
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost 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 directors with an incentive to achieve sustained increases in corporate value and promote value sharing with shareholders. The Company has also introduced a similar restricted stock grant program for employees.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Employees | Ascentech K.K. (3565) timely disclosure | Komori