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Share Issuance and Disposal3640DENSAN 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 11,700 common shares held as treasury shares to 8 directors as restricted stock compensation. In principle, the shares may not be transferred for 30 years, although the restriction will be partially lifted in certain cases, including retirement for specified reasons.

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43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
11700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,700Shares

11,700 common shares of the Company (treasury shares)

8 directors (excluding directors who are Audit and Supervisory Committee members)11,700 shares

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

¥2,436 per share
Total issue value

¥28,501,200

Amount of funds to be raised
As payment is made through an in-kind contribution of monetary compensation receivables, the total payment amount is ¥28,501,200; the estimated net proceeds are not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥28,501,200. The compensation limit is ¥50,000 thousand or less per year, including ¥7,500 thousand or less for outside directors
発行済株式総数

No increase, as this is a disposal of treasury shares

No dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase

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
30 years (13 August 2026 to 12 August 2056)
Conditions for lifting transfer restrictions
In principle, the transfer restriction will be lifted when the applicable director has continuously held the position of director of the Company throughout the transfer restriction period and that period has expired. In the event of retirement due to death, expiry of the term of office or other legitimate reasons, the restriction will be lifted immediately after retirement with respect to the number of shares calculated based on the number of months in office. In the event of a corporate reorganization or similar transaction, the restriction will also be partially lifted in accordance with the prescribed calculation method.
Reason for acquisition without consideration
The Company will automatically acquire without consideration the shares for which the transfer restriction is not lifted, immediately after the decision is made that the restriction will not be lifted.
Categories and Number of Persons Covered
8 directors (excluding directors who are Audit and Supervisory Committee members), 11,700 shares (excluding 1 director who offered to decline the allocation)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 13 August 2026 to 12 August 2056.
Payment date
13 August 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 15 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,436. The discount rate and premium rate are not disclosed
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 of11,700 common shares of the Company (treasury shares)
Issue price and disposal price¥2,436 per share
Total issue value¥28,501,200
Amount of funds to be raisedAs payment is made through an in-kind contribution of monetary compensation receivables, the total payment amount is ¥28,501,200; the estimated net proceeds are not disclosed
Payment date13 August 2026
Intended allotteeName 8 directors (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 11,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 13 August 2026 to 12 August 2056.
Dilution RateNo dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase
Total number of issued sharesNo increase, as this is a disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 15 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,436. The discount rate and premium rate are not disclosed
Transfer restriction period30 years (13 August 2026 to 12 August 2056)
Conditions for lifting transfer restrictionsIn principle, the transfer restriction will be lifted when the applicable director has continuously held the position of director of the Company throughout the transfer restriction period and that period has expired. In the event of retirement due to death, expiry of the term of office or other legitimate reasons, the restriction will be lifted immediately after retirement with respect to the number of shares calculated based on the number of months in office. In the event of a corporate reorganization or similar transaction, the restriction will also be partially lifted in accordance with the prescribed calculation method.
Reason for acquisition without considerationThe Company will automatically acquire without consideration the shares for which the transfer restriction is not lifted, immediately after the decision is made that the restriction will not be lifted.
Categories and Number of Persons Covered8 directors (excluding directors who are Audit and Supervisory Committee members), 11,700 shares (excluding 1 director who offered to decline the allocation)
Total Stock-Based CompensationTotal monetary compensation receivables of ¥28,501,200. The compensation limit is ¥50,000 thousand or less per year, including ¥7,500 thousand or less for outside directors
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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 medium- to long-term incentives and align their interests with shareholders, and to enable business operations focused on improving corporate performance and shareholder value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DENSAN CO.,LTD. (3640) timely disclosure | Komori