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Share Issuance and Disposal3690YRGLM Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 66,300 treasury shares to 2 directors of its subsidiary as restricted stock compensation. The disposal price is ¥558 per share, and the transfer restriction period will be 2 or 3 years, depending on the recipient.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much66,300Shares

66,300 common shares of the Company (treasury shares)

2 directors of a subsidiary66,300 shares

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

¥558 per share
Total issue value

¥36,995,400

Amount of funds to be raised
Total payment amount: ¥36,995,400 (the entire amount of monetary claims paid to the recipients will be contributed in kind as property contributed for payment), net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥36,995,400
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
1 person: 3 years (27 April 2026 to 26 April 2029); 1 person: 2 years (27 April 2026 to 26 April 2028)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, director who is an Audit and Supervisory Committee member, employee, adviser, counselor or other equivalent position. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after retirement or resignation. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration all of the shares subject to this allocation for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the time of lifting of the transfer restrictions.
Categories and Number of Persons Covered
2 directors of a subsidiary, 66,300 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. Depending on the recipient, the transfer restriction period will run from 27 April 2026 to 26 April 2029 or from 27 April 2026 to 26 April 2028.
Payment date
27 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥558. No discount or premium rate was 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 of66,300 common shares of the Company (treasury shares)
Issue price and disposal price¥558 per share
Total issue value¥36,995,400
Amount of funds to be raisedTotal payment amount: ¥36,995,400 (the entire amount of monetary claims paid to the recipients will be contributed in kind as property contributed for payment), net proceeds: Not disclosed
Payment date27 April 2026
Intended allotteeName 2 directors of a subsidiary / Number of Shares 66,300 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. Depending on the recipient, the transfer restriction period will run from 27 April 2026 to 26 April 2029 or from 27 April 2026 to 26 April 2028.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥558. No discount or premium rate was disclosed.
Transfer restriction period1 person: 3 years (27 April 2026 to 26 April 2029); 1 person: 2 years (27 April 2026 to 26 April 2028)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, director who is an Audit and Supervisory Committee member, employee, adviser, counselor or other equivalent position. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after retirement or resignation. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration all of the shares subject to this allocation for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the time of lifting of the transfer restrictions.
Categories and Number of Persons Covered2 directors of a subsidiary, 66,300 shares
Total Stock-Based CompensationTotal monetary claims: ¥36,995,400
Items this document does not state (14)
Estimated 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 further enhance the motivation of each eligible director, taking into consideration the Company's business performance, the scope of each eligible director's responsibilities and other circumstances. The purpose is also to realize the sharing of shareholder value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | YRGLM Inc. (3690) timely disclosure | Komori