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Share Issuance and Disposal3635KOEI TECMO HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 150,746 treasury shares held by the Company as restricted stock compensation for directors and executive officers. The recipients will contribute monetary compensation receivables in kind, and the shares will be allocated at ¥1,507.5 per share.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much150,746Shares

150,746 shares of the Company's common stock (treasury shares)

The Company's directors (including 6 outside directors)11 / 70,193 shares
The Company's executive officers4 / 10,341 shares
Directors of subsidiaries of the Company5 / 15,664 shares
Executive officers of the Company's subsidiaries19 / 54,548 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.

¥1,507.5 per share
Amount of funds to be raised

Total payment amount: ¥227,249,595 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥227,249,595 (the annual compensation limit for directors is ¥275 million or less, of which the portion for outside directors is ¥25 million or less)
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 29 July 2026 until the date on which the recipient ceases to be either a director or executive officer of the Company or its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director or executive officer of the Company or its subsidiaries throughout the service provision period. If the recipient ceases to hold the position due to death or another reason deemed justifiable by the Board of Directors, the transfer restrictions will be partially lifted in proportion to the period of service.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
11 directors of the Company, 70,193 shares; 4 executive officers of the Company, 10,341 shares; 5 directors of the Company's subsidiaries, 15,664 shares; 19 executive officers of the Company's subsidiaries, 54,548 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from the payment date until the date on which the recipient ceases to be either a director or executive officer of the Company or its subsidiaries.
Payment date
29 July 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 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,507.5. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The Company obtained opinions from 9 outside directors and officers who are independent officers independent of the controlling shareholder, stating that the transaction would not disadvantage minority shareholders. The 3 individuals who concurrently serve as officers of the controlling shareholder did not participate in the Board of Directors' resolution.
Impact on Business Performance
No impact on business performance from this disposal of treasury shares is stated in the filing.
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 of150,746 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,507.5 per share
Amount of funds to be raisedTotal payment amount: ¥227,249,595 (estimated net proceeds: Not disclosed)
Payment date29 July 2026
Intended allotteeCategory The Company's directors (including 6 outside directors) / Number of Employees 11 / Number of Shares 70,193 shares, Category The Company's executive officers / Number of Employees 4 / Number of Shares 10,341 shares, Category Directors of subsidiaries of the Company / Number of Employees 5 / Number of Shares 15,664 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 19 / Number of Shares 54,548 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from the payment date until the date on which the recipient ceases to be either a director or executive officer of the Company or its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,507.5. No discount or premium was applied.
Transfer restriction periodFrom 29 July 2026 until the date on which the recipient ceases to be either a director or executive officer of the Company or its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director or executive officer of the Company or its subsidiaries throughout the service provision period. If the recipient ceases to hold the position due to death or another reason deemed justifiable by the Board of Directors, the transfer restrictions will be partially lifted in proportion to the period of service.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered11 directors of the Company, 70,193 shares; 4 executive officers of the Company, 10,341 shares; 5 directors of the Company's subsidiaries, 15,664 shares; 19 executive officers of the Company's subsidiaries, 54,548 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥227,249,595 (the annual compensation limit for directors is ¥275 million or less, of which the portion for outside directors is ¥25 million or less)
Procedures under the Corporate Code of ConductThe Company obtained opinions from 9 outside directors and officers who are independent officers independent of the controlling shareholder, stating that the transaction would not disadvantage minority shareholders. The 3 individuals who concurrently serve as officers of the controlling shareholder did not participate in the Board of Directors' resolution.
Impact on Business PerformanceNo impact on business performance from this disposal of treasury shares is stated in the filing.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 and executive officers of the Company and its subsidiaries with an incentive to achieve sustained growth in corporate value and to promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOEI TECMO HOLDINGS CO.,LTD. (3635) timely disclosure | Komori