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Share Issuance and Disposal3758Aeria Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

Aeria Inc. resolved to dispose of 115,800 treasury shares as restricted stock compensation to 4 directors and 9 employees. Of these, 99,900 shares will be allocated to directors and 15,900 shares to employees.

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Neutral
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115800
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 much

115,800 shares of the Company's common stock (99,900 shares for directors and 15,900 shares for employees)

4 of the Company's directors, including outside directors99,900 shares
9 of the Company's employees15,900 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.

¥251 per share
Total issue value

¥29,065,800

Amount of funds to be raised
Total payment amount: ¥29,065,800. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥29,065,800 (including ¥25,074,900 for eligible directors)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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: From the payment date until the date on which they cease to hold the position of director of the Company or otherwise leave office. Eligible employees: From the payment date until 21 May 2031.
Conditions for lifting transfer restrictions
Eligible directors: They must continuously hold the position of director through the conclusion of the first annual general meeting of shareholders held after the payment date. In the event of departure from office for a valid reason or death, part of the restrictions will be lifted in proportion to the period of service. Eligible employees: They must continuously remain employees through 21 May 2031. If they cease to hold employee status for a valid reason, such as the expiration of their employment term, part of the restrictions will be lifted in proportion to the period of employment.
Reason for acquisition without consideration
If an eligible director leaves office or otherwise ceases to hold the position during the transfer restriction period without a valid reason, or if any shares remain subject to restrictions when the transfer restrictions are lifted. For eligible employees, this also applies if any shares remain subject to restrictions when the transfer restrictions are lifted.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd. (management of dedicated accounts)
Categories and Number of Persons Covered
4 of the Company's directors, including outside directors: 99,900 shares; 9 of the Company's employees: 15,900 shares
Intended allottee's holding policy
The eligible directors and employees may not transfer, create security interests over, make inter vivos gifts of, or otherwise dispose of the allocated shares to any third party for a specified period. The shares will be held and maintained in dedicated accounts until the transfer restrictions are lifted.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 22 April 2026 was ¥251. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At annual general meetings of shareholders held on 30 March 2021 and 30 March 2022, approval was obtained for the limits on monetary compensation receivables and the number of shares for eligible directors.
Impact on Business Performance
No impact on performance from this disposal of treasury shares was stated
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 of115,800 shares of the Company's common stock (99,900 shares for directors and 15,900 shares for employees)
Issue price and disposal price¥251 per share
Total issue value¥29,065,800
Amount of funds to be raisedTotal payment amount: ¥29,065,800. Estimated net proceeds: Not disclosed
Payment date22 May 2026
Intended allotteeName 4 of the Company's directors, including outside directors / Number of Shares 99,900 shares, Name 9 of the Company's employees / Number of Shares 15,900 shares
Intended allottee's holding policyThe eligible directors and employees may not transfer, create security interests over, make inter vivos gifts of, or otherwise dispose of the allocated shares to any third party for a specified period. The shares will be held and maintained in dedicated accounts until the transfer restrictions are lifted.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 22 April 2026 was ¥251. No discount or premium applies.
Transfer restriction periodEligible directors: From the payment date until the date on which they cease to hold the position of director of the Company or otherwise leave office. Eligible employees: From the payment date until 21 May 2031.
Conditions for lifting transfer restrictionsEligible directors: They must continuously hold the position of director through the conclusion of the first annual general meeting of shareholders held after the payment date. In the event of departure from office for a valid reason or death, part of the restrictions will be lifted in proportion to the period of service. Eligible employees: They must continuously remain employees through 21 May 2031. If they cease to hold employee status for a valid reason, such as the expiration of their employment term, part of the restrictions will be lifted in proportion to the period of employment.
Reason for acquisition without considerationIf an eligible director leaves office or otherwise ceases to hold the position during the transfer restriction period without a valid reason, or if any shares remain subject to restrictions when the transfer restrictions are lifted. For eligible employees, this also applies if any shares remain subject to restrictions when the transfer restrictions are lifted.
Categories and Number of Persons Covered4 of the Company's directors, including outside directors: 99,900 shares; 9 of the Company's employees: 15,900 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥29,065,800 (including ¥25,074,900 for eligible directors)
Underwriter / lead underwriterMizuho Securities Co., Ltd. (management of dedicated accounts)
Procedures under the Corporate Code of ConductAt annual general meetings of shareholders held on 30 March 2021 and 30 March 2022, approval was obtained for the limits on monetary compensation receivables and the number of shares for eligible directors.
Impact on Business PerformanceNo impact on performance from this disposal of treasury shares was stated
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 directors with an incentive to sustainably enhance corporate value and share value with shareholders, and to enhance employee benefits, foster a greater sense of participation in management, and share value with employees and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | Aeria Inc. (3758) timely disclosure | Komori