Komori
Share Issuance and Disposal3623Billing System CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 6,663 treasury shares at ¥1,006 per share as restricted stock compensation for 3 directors. The shares will be subject to transfer restrictions, including during the recipients’ tenure as directors, and payment to the Company will be made through an in-kind contribution of monetary compensation receivables.

Worth reading
49Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
6663
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,663Shares

6,663 shares of the Company’s common stock (treasury shares)

The Company’s directors (excluding outside directors and non-executive directors)3 / 6,663 shares

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

¥1,006 per share
Total issue value

¥6,702,978

Amount of funds to be raised
Total payment amount: ¥6,702,978; estimated net proceeds: Not disclosed (in-kind contribution)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥6,702,978. The annual compensation limit is ¥30,000 thousand or less.
発行済株式総数

0.10%

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
From 13 April 2026 until the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full at the end of the restriction period for the allocated shares held by each recipient, provided that the recipient continuously holds the position of director of the Company from 13 April 2026 until the date of the first annual general meeting of shareholders held thereafter. In the event of retirement due to death, the restrictions will be lifted immediately after retirement.
Reason for acquisition without consideration
Shares for which the transfer restrictions have not been lifted at the end of the restriction period; all allocated shares if the recipient ceases to hold the position during the service period for any reason other than death; and shares for which the transfer restrictions have not been lifted immediately after the restrictions are lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors and non-executive directors), 6,663 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 13 April 2026 until the recipient ceases to hold the position of director of the Company.
Payment date
13 April 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 23 March 2026 was ¥1,006. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 26th Annual General Meeting of Shareholders held on 24 March 2026, approval was obtained for the payment of monetary compensation receivables and the transfer restriction period.
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 of6,663 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥1,006 per share
Total issue value¥6,702,978
Amount of funds to be raisedTotal payment amount: ¥6,702,978; estimated net proceeds: Not disclosed (in-kind contribution)
Payment date13 April 2026
Intended allotteeName The Company’s directors (excluding outside directors and non-executive directors) / Number of Employees 3 / Number of Shares 6,663 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 13 April 2026 until the recipient ceases to hold the position of director of the Company.
Dilution Rate0.10%
Total number of issued shares6,564,400 shares (as of 31 December 2025) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 23 March 2026 was ¥1,006. No discount or premium rate is stated.
Transfer restriction periodFrom 13 April 2026 until the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full at the end of the restriction period for the allocated shares held by each recipient, provided that the recipient continuously holds the position of director of the Company from 13 April 2026 until the date of the first annual general meeting of shareholders held thereafter. In the event of retirement due to death, the restrictions will be lifted immediately after retirement.
Reason for acquisition without considerationShares for which the transfer restrictions have not been lifted at the end of the restriction period; all allocated shares if the recipient ceases to hold the position during the service period for any reason other than death; and shares for which the transfer restrictions have not been lifted immediately after the restrictions are lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors and non-executive directors), 6,663 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥6,702,978. The annual compensation limit is ¥30,000 thousand or less.
Procedures under the Corporate Code of ConductAt the 26th Annual General Meeting of Shareholders held on 24 March 2026, approval was obtained for the payment of monetary compensation receivables and the transfer restriction period.
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.

The purpose is to encourage the eligible directors to contribute to the sustainable enhancement of corporate value, promote value sharing between the directors and shareholders, and further enhance the directors’ motivation. The dilution ratio is 0.10% and is immaterial, and the transaction is considered reasonable in light of the purpose of the plan.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Billing System Corporation (3623) timely disclosure | Komori