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Share Issuance and Disposal3649FINDEX Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,787 treasury shares as restricted stock compensation for its directors and executive officers. The eligible recipients are 5 directors and 2 executive officers.

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Neutral
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13787
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,787Shares

13,787 shares of the Company's common stock (treasury shares)

5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)10,605 shares
2 executive officers of the Company3,182 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.

¥870 per share
Total issue value

¥11,994,690

Total Stock-Based Compensation
Total monetary compensation claims of ¥11,994,690
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 to 30 June 2029
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer or employee of the Company or one of its subsidiaries during the restricted period, all of the allocated shares will have their transfer restrictions lifted upon expiry of the restricted period. If the recipient leaves office or retires before the expiry of the restricted period for a valid reason, or due to death, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If any allocated shares remain subject to transfer restrictions when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, if any shares remain subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons Covered
Category The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 5 / Number of allocated shares 10,605 shares, Category Executive officers of the Company / Number of Employees 2 / Number of allocated shares 3,182 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, donated during the holder's lifetime or otherwise disposed of, and must be kept and maintained in a dedicated account until the transfer restrictions are lifted.
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 the business day immediately preceding the date of the Board of Directors' resolution, 25 March 2026, was ¥870. There is no discount or premium.
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 of13,787 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥870 per share
Total issue value¥11,994,690
Payment date13 April 2026
Intended allotteeCategory 5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 10,605 shares, Category 2 executive officers of the Company / Number of Shares 3,182 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, donated during the holder's lifetime or otherwise disposed of, and must be kept and maintained in a dedicated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 25 March 2026, was ¥870. There is no discount or premium.
Transfer restriction periodFrom 13 April 2026 to 30 June 2029
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer or employee of the Company or one of its subsidiaries during the restricted period, all of the allocated shares will have their transfer restrictions lifted upon expiry of the restricted period. If the recipient leaves office or retires before the expiry of the restricted period for a valid reason, or due to death, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf any allocated shares remain subject to transfer restrictions when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, if any shares remain subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons CoveredCategory The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 5 / Number of allocated shares 10,605 shares, Category Executive officers of the Company / Number of Employees 2 / Number of allocated shares 3,182 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥11,994,690
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal 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 an incentive for the sustained enhancement of the Company's corporate value and further promote value sharing with shareholders, while taking into account the purpose of the system, the Company's performance and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | FINDEX Inc. (3649) timely disclosure | Komori