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Statutory disclosure document3696CERES INC.Information and Communications, Services and Others

Undertaking to Report the Transfer of Shares in Connection with a Third-Party Allotment (Treasury Shares)

CERES INC. plans to deliver 140,944 treasury shares to Hirano Tomoaki (平野 巴章) through a third-party allotment. Hirano Tomoaki (平野 巴章) has undertaken to report the details to the company if the shares are transferred during the 2-year period from the allotment date. The company will report the transfer details to the Tokyo Stock Exchange and submit a copy of the undertaking.

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Direction
Neutral
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Scale
140944
Shares
Wording
Definitive
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Decision and Details

Undertaking to Report the Transfer of Shares in Connection with a Third-Party Allotment (Treasury Shares)

Decision17 April 2026 (date stated in the undertaking)
Period Covered2 years from 17 April 2026
Implementation17 April 2026 (scheduled allotment date) and immediately after execution of the undertaking (scheduled submission of a copy to the Tokyo Stock Exchange)
Going forwardIf Party A transfers the shares in question during the 2-year period from 17 April 2026, Party A will immediately report the transfer details to Party B in writing. Party B will report those details to the Tokyo Stock Exchange in writing. Party B will submit a copy to the Tokyo Stock Exchange immediately after execution of the undertaking.
Quantity / scaleParty B's shares: 140,944 shares
Reason

Based on Article 422 of the Tokyo Stock Exchange Listing Regulations and Part II, Chapter 4, Section 2, Subsection 2 of the Enforcement Rules

Decision and Details
ItemDetails
Matter CoveredUndertaking to Report the Transfer of Shares in Connection with a Third-Party Allotment (Treasury Shares)
Decision Date17 April 2026 (date stated in the undertaking)
Implementation Date17 April 2026 (scheduled allotment date) and immediately after execution of the undertaking (scheduled submission of a copy to the Tokyo Stock Exchange)
Period Covered2 years from 17 April 2026
Quantity / scaleParty B's shares: 140,944 shares
ReasonBased on Article 422 of the Tokyo Stock Exchange Listing Regulations and Part II, Chapter 4, Section 2, Subsection 2 of the Enforcement Rules
Governing RuleTokyo Stock Exchange, Inc. Listing Regulations, Article 422; Part II, Chapter 4, Section 2, Subsection 2 of the Enforcement Rules
Future plansIf Party A transfers the shares in question during the 2-year period from 17 April 2026, Party A will immediately report the transfer details to Party B in writing. Party B will report those details to the Tokyo Stock Exchange in writing. Party B will submit a copy to the Tokyo Stock Exchange immediately after execution of the undertaking.
Items this document does not state (4)
Decision-Making BodyAmountImpact on Business PerformanceRelated previous disclosures

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.

This is a procedure for undertaking to report transfers of shares in connection with a third-party allotment and providing the necessary cooperation, pursuant to the listing regulations and other rules of the Tokyo Stock Exchange.

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Undertaking to Report the Transfer of Shares in Connection with a Third-Party Allotment (Treasury Shares) | CERES INC. (3696) timely disclosure | Komori