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Share Issuance and Disposal3762TECHMATRIX CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors

The Company resolved to allocate 7,510 treasury shares to 4 directors as performance-linked stock compensation. The shares will be subject to a 3-year transfer restriction.

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Neutral
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Scale
7510
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,510Shares

7,510 common shares of the Company (treasury shares)

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors7,510 shares

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

¥1,687 per share
Total issue value

¥12,669,370

Total Stock-Based Compensation
Total cash compensation receivables of ¥12,669,370 (the annual limit under the plan is ¥60 million)
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
3 years from 24 July 2026
Conditions for lifting transfer restrictions
Provided that the recipient remains a director of the Company throughout the transfer restriction period, all transfer restrictions on the allocated shares will be lifted upon expiration of the transfer restriction period. In the event of a corporate reorganization or other similar event, the restrictions may be lifted by resolution of the Board of Directors before the effective date.
Reason for acquisition without consideration
If the recipient falls under any circumstance that the Board of Directors determines warrants the Company acquiring the shares without consideration due to a violation of laws or regulations, internal rules or the allocation agreement, or for any other reason.
Categories and Number of Persons Covered
4 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 7,510 shares
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,687. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 38th Annual General Meeting of Shareholders held on 24 June 2022, approval was obtained for the maximum number of shares and total amount of cash compensation receivables under this plan, among other matters.
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 of7,510 common shares of the Company (treasury shares)
Issue price and disposal price¥1,687 per share
Total issue value¥12,669,370
Payment date24 July 2026
Intended allotteeCategory 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 7,510 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,687. No discount or premium applies.
Transfer restriction period3 years from 24 July 2026
Conditions for lifting transfer restrictionsProvided that the recipient remains a director of the Company throughout the transfer restriction period, all transfer restrictions on the allocated shares will be lifted upon expiration of the transfer restriction period. In the event of a corporate reorganization or other similar event, the restrictions may be lifted by resolution of the Board of Directors before the effective date.
Reason for acquisition without considerationIf the recipient falls under any circumstance that the Board of Directors determines warrants the Company acquiring the shares without consideration due to a violation of laws or regulations, internal rules or the allocation agreement, or for any other reason.
Categories and Number of Persons Covered4 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 7,510 shares
Total Stock-Based CompensationTotal cash compensation receivables of ¥12,669,370 (the annual limit under the plan is ¥60 million)
Procedures under the Corporate Code of ConductAt the 38th Annual General Meeting of Shareholders held on 24 June 2022, approval was obtained for the maximum number of shares and total amount of cash compensation receivables under this plan, among other matters.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution 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 provide an incentive for further improvement in performance and promote greater sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors | TECHMATRIX CORPORATION (3762) timely disclosure | Komori