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Share Issuance and Disposal3648AGS CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers

The Company resolved to dispose of 26,700 treasury shares to 19 officers as restricted stock compensation. The disposal price is ¥1,135 per share, and the transfer restriction period runs from 31 July 2026 to 30 July 2029.

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Neutral
Direction inferred from the company’s description.
Scale
0.2
% (percentage of total shares issued; dilution rate)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much26,700Shares

26,700 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)4 / 8,700 shares
The Company's executive officers11 / 13,800 shares
Directors of the Company's subsidiaries (excluding outside directors)3 / 3,300 shares
Executive officers of the Company's subsidiaries1 / 900 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.

¥1,135 per share
Total issue value

¥30,304,500

Amount of funds to be raised
Total payment amount: ¥30,304,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
The annual limit on monetary compensation claims for directors eligible for the stock compensation is ¥20 million. The total disposal price for this transaction is ¥30,304,500.
発行済株式総数

0.2%

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 31 July 2026 through 30 July 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares will be released on the expiration date of the transfer restriction period, provided that the eligible officer has continuously held a position as either a director or an executive officer of the Company or one of its subsidiaries during the transfer restriction period. If the eligible officer loses that position due to the expiration of the term of office, death, or another reason deemed legitimate by the Company's Board of Directors, all of the transfer restrictions will be released immediately after the loss of the position. The treatment of the shares in the event of a corporate reorganization or other similar transaction is also stipulated.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, or immediately after an eligible officer loses both the position of director and the position of executive officer of the Company or one of its subsidiaries during the transfer restriction period, the Company will acquire without consideration any allocated shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered
4 directors of the Company: 8,700 shares; 11 executive officers of the Company: 13,800 shares; 3 directors of the Company's subsidiaries: 3,300 shares; 1 executive officer of a Company's subsidiary: 900 shares (total: 19 people, 26,700 shares)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. During the transfer restriction period, the restricted shares will be managed in a dedicated account.
Payment date
31 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,135. 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 of26,700 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,135 per share
Total issue value¥30,304,500
Amount of funds to be raisedTotal payment amount: ¥30,304,500; estimated net proceeds: Not disclosed
Payment date31 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 8,700 shares, Category The Company's executive officers / Number of Employees 11 / Number of Shares 13,800 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 3 / Number of Shares 3,300 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 1 / Number of Shares 900 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. During the transfer restriction period, the restricted shares will be managed in a dedicated account.
Dilution Rate0.2%
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,135. No discount or premium applies.
Transfer restriction periodFrom 31 July 2026 through 30 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares will be released on the expiration date of the transfer restriction period, provided that the eligible officer has continuously held a position as either a director or an executive officer of the Company or one of its subsidiaries during the transfer restriction period. If the eligible officer loses that position due to the expiration of the term of office, death, or another reason deemed legitimate by the Company's Board of Directors, all of the transfer restrictions will be released immediately after the loss of the position. The treatment of the shares in the event of a corporate reorganization or other similar transaction is also stipulated.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, or immediately after an eligible officer loses both the position of director and the position of executive officer of the Company or one of its subsidiaries during the transfer restriction period, the Company will acquire without consideration any allocated shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered4 directors of the Company: 8,700 shares; 11 executive officers of the Company: 13,800 shares; 3 directors of the Company's subsidiaries: 3,300 shares; 1 executive officer of a Company's subsidiary: 900 shares (total: 19 people, 26,700 shares)
Total Stock-Based CompensationThe annual limit on monetary compensation claims for directors eligible for the stock compensation is ¥20 million. The total disposal price for this transaction is ¥30,304,500.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise 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 the eligible officers with an incentive to achieve sustained improvement in corporate and shareholder value over the medium to long term and to promote value sharing with shareholders. The Company also stated that it took into consideration the purpose of the plan, the Company's performance, and the responsibilities of each eligible officer.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | AGS Corporation (3648) timely disclosure | Komori