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Share Issuance and Disposal3663CELSYS,Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to deliver 37,800 common shares to 5 directors and 4 employees as restricted stock compensation through the disposal of treasury shares. The total disposal price is ¥51,483,600. The shares will be subject to transfer restrictions for 3 or 50 years for the directors and 5 years for the employees.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much37,800Shares

37,800 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 30,400 shares
Employees of the Company4 / 7,400 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.

¥1,362 per share
Total issue value

¥51,483,600

Amount of funds to be raised
Total payment amount: ¥51,483,600. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥51,483,600 (the annual compensation limit for eligible directors is ¥140 million or less)
発行済株式総数

No increase, as this is a disposal of treasury shares

As this is a disposal of treasury shares, the total number of issued shares will not increase (ratio: Not disclosed)

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
Eligible directors: 50-year continuous-service period (24 April 2026 to 23 April 2076) and 3-year performance-based period (24 April 2026 to 23 April 2029). Eligible employees: 5 years (24 April 2026 to 23 April 2031)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible directors and other recipients have continuously held a specified position with the Company or one of its subsidiaries throughout the transfer restriction period. The conditions for lifting the restrictions upon retirement or resignation due to expiration of the term of office, mandatory retirement, death or other legitimate reasons are as described in the main body of the notice. The restrictions will also be lifted for eligible employees who become non-residents due to an overseas transfer or other circumstances.
Reason for acquisition without consideration
If, during the transfer restriction period, a recipient commits a violation of laws or regulations or otherwise falls under any of the specified circumstances set out in the allotment agreement, the Company will acquire all of the recipient's shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at other applicable times. The treatment of the shares in the event of a corporate reorganization is as described in the main body of the notice.
Categories and Number of Persons Covered
5 directors, 30,400 shares; 4 employees, 7,400 shares
Intended allottee's holding policy
During the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 27 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,362. Discount/premium: None
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 of37,800 common shares of the Company (treasury shares)
Issue price and disposal price¥1,362 per share
Total issue value¥51,483,600
Amount of funds to be raisedTotal payment amount: ¥51,483,600. Estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 30,400 shares, Name Employees of the Company / Number of Employees 4 / Number of Shares 7,400 shares
Intended allottee's holding policyDuring the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase (ratio: Not disclosed)
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 Prime Market on 27 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,362. Discount/premium: None
Transfer restriction periodEligible directors: 50-year continuous-service period (24 April 2026 to 23 April 2076) and 3-year performance-based period (24 April 2026 to 23 April 2029). Eligible employees: 5 years (24 April 2026 to 23 April 2031)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible directors and other recipients have continuously held a specified position with the Company or one of its subsidiaries throughout the transfer restriction period. The conditions for lifting the restrictions upon retirement or resignation due to expiration of the term of office, mandatory retirement, death or other legitimate reasons are as described in the main body of the notice. The restrictions will also be lifted for eligible employees who become non-residents due to an overseas transfer or other circumstances.
Reason for acquisition without considerationIf, during the transfer restriction period, a recipient commits a violation of laws or regulations or otherwise falls under any of the specified circumstances set out in the allotment agreement, the Company will acquire all of the recipient's shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at other applicable times. The treatment of the shares in the event of a corporate reorganization is as described in the main body of the notice.
Categories and Number of Persons Covered5 directors, 30,400 shares; 4 employees, 7,400 shares
Total Stock-Based CompensationTotal monetary receivables: ¥51,483,600 (the annual compensation limit for eligible directors is ¥140 million or less)
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.

The purpose is to provide incentives for the sustained enhancement of corporate value, promote the sharing of value with shareholders, and improve the motivation of the eligible directors and other recipients. The shares will provide long-term and medium-term incentives to the eligible directors and incentives to the eligible employees aimed at medium-term business performance and an increase in the share price.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CELSYS,Inc. (3663) timely disclosure | Komori