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Share Issuance and Disposal3683CYBERLINKS CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 26,626 common shares to 7 directors as restricted stock compensation. The issue price is ¥1,031 per share, and the full amount payable will be paid in kind through the contribution of monetary compensation receivables.

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26626
Shares
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How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much26,626Shares

26,626 common shares (new shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors)7 / 26,626 shares

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

¥1,031 per share
Total issue value

¥27,451,406

Amount of funds to be raised
Total amount payable: ¥27,451,406; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥27,451,406. The compensation limit is ¥35,000 thousand per year.
Specific use of funds
Not applicable (contribution in kind of monetary compensation receivables from the eligible directors)
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
The period from 15 May 2026 until the date on which the eligible holder retires as a director of the Company
Conditions for lifting transfer restrictions
The holder must remain a director of the Company (excluding a director who is an Audit & Supervisory Committee member) continuously through the date of the first annual general meeting of shareholders to be held after the commencement date of this transfer restriction period. In the event of retirement for a valid reason, a portion of the restrictions will be lifted based on the number of months in office.
Reason for acquisition without consideration
If the holder retires before the day preceding the date of the first annual general meeting of shareholders to be held after the commencement date of this transfer restriction period, except where the Board of Directors recognizes a valid reason, and if any shares remain subject to transfer restrictions when the period expires. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares not eligible for release from the transfer restrictions.
Categories and Number of Persons Covered
The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors): 7 people, 26,626 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, used to establish a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. The transfer restriction period runs from 15 May 2026 until the date on which the eligible holder retires as a director of the Company.
Payment date
15 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 16 April 2026, ¥1,031. The discount and premium rates are both 0%.
Procedures under the Corporate Code of Conduct
At the 62nd Annual General Meeting of Shareholders held on 27 March 2026, approval was obtained for the total amount of compensation receivables, the maximum number of shares and the transfer restriction period, among other matters.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of26,626 common shares (new shares)
Issue price and disposal price¥1,031 per share
Total issue value¥27,451,406
Amount of funds to be raisedTotal amount payable: ¥27,451,406; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (contribution in kind of monetary compensation receivables from the eligible directors)
Payment date15 May 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors) / Number of Employees 7 / Number of Shares 26,626 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, used to establish a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. The transfer restriction period runs from 15 May 2026 until the date on which the eligible holder retires as a director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 16 April 2026, ¥1,031. The discount and premium rates are both 0%.
Transfer restriction periodThe period from 15 May 2026 until the date on which the eligible holder retires as a director of the Company
Conditions for lifting transfer restrictionsThe holder must remain a director of the Company (excluding a director who is an Audit & Supervisory Committee member) continuously through the date of the first annual general meeting of shareholders to be held after the commencement date of this transfer restriction period. In the event of retirement for a valid reason, a portion of the restrictions will be lifted based on the number of months in office.
Reason for acquisition without considerationIf the holder retires before the day preceding the date of the first annual general meeting of shareholders to be held after the commencement date of this transfer restriction period, except where the Board of Directors recognizes a valid reason, and if any shares remain subject to transfer restrictions when the period expires. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares not eligible for release from the transfer restrictions.
Categories and Number of Persons CoveredThe Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors): 7 people, 26,626 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥27,451,406. The compensation limit is ¥35,000 thousand per year.
Procedures under the Corporate Code of ConductAt the 62nd Annual General Meeting of Shareholders held on 27 March 2026, approval was obtained for the total amount of compensation receivables, the maximum number of shares and the transfer restriction period, among other matters.
Items this document does not state (12)
Estimated issuance expensesDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | CYBERLINKS CO.,LTD. (3683) timely disclosure | Komori