Komori
Share Issuance and Disposal3771SYSTEM RESEARCH CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 25,250 treasury shares as restricted stock compensation for directors and executive officers. The recipients may not transfer the shares for a specified period, and the restrictions will be lifted upon satisfaction of conditions such as remaining in office or employment.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
25250
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,250Shares

25,250 shares of the company's common stock (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 19,250 shares
The Company's executive officers6 / 6,000 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.

¥1,836 per share
Total issue value

¥46,359,000

Amount of funds to be raised
Total payment amount: ¥46,359,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables: ¥46,359,000. The annual remuneration limit under this plan is ¥45 million or less (for 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
From 7 August 2026 until the date on which a director retires from the position of director of the company or an executive officer retires from the position of executive officer of the company. However, in certain cases, the period will run until the date of submission of the semi-annual report.
Conditions for lifting transfer restrictions
The restrictions will be fully lifted at the end of the restricted period, provided that the recipient continuously holds the position of director or executive officer throughout the service provision period from the 46th Annual General Meeting of Shareholders held on 25 June 2026 through the following Annual General Meeting of Shareholders. In the event of retirement from office or employment for a valid reason, the number of shares for which the restrictions are lifted and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without consideration
If the recipient retires from office or employment without a valid reason before the end of the restricted period, if the restrictions have not been lifted at the end of the restricted period, if an executive officer takes a leave of absence during the service provision period, or if any shares remain subject to restrictions after the restrictions have been lifted in connection with a corporate reorganization or other event.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of allocated shares 19,250 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 6,000 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, made subject to a security interest by way of transfer, gifted during the donor's lifetime, bequeathed or otherwise disposed of in any way. At the end of the restricted period, the company will acquire without compensation any shares that do not satisfy the conditions for lifting the restrictions.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of ¥1,836 on the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 45th Annual General Meeting of Shareholders held on 25 June 2025, approval was granted for this plan and the payment of monetary remuneration receivables of ¥45 million or less per year.
Impact on Business Performance
No impact on business performance is 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 of25,250 shares of the company's common stock (treasury shares)
Issue price and disposal price¥1,836 per share
Total issue value¥46,359,000
Amount of funds to be raisedTotal payment amount: ¥46,359,000; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 19,250 shares, Name The Company's executive officers / Number of Employees 6 / Number of Shares 6,000 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, made subject to a security interest by way of transfer, gifted during the donor's lifetime, bequeathed or otherwise disposed of in any way. At the end of the restricted period, the company will acquire without compensation any shares that do not satisfy the conditions for lifting the restrictions.
Basis for determining the amount to be paidThe closing price of ¥1,836 on the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction periodFrom 7 August 2026 until the date on which a director retires from the position of director of the company or an executive officer retires from the position of executive officer of the company. However, in certain cases, the period will run until the date of submission of the semi-annual report.
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted at the end of the restricted period, provided that the recipient continuously holds the position of director or executive officer throughout the service provision period from the 46th Annual General Meeting of Shareholders held on 25 June 2026 through the following Annual General Meeting of Shareholders. In the event of retirement from office or employment for a valid reason, the number of shares for which the restrictions are lifted and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without considerationIf the recipient retires from office or employment without a valid reason before the end of the restricted period, if the restrictions have not been lifted at the end of the restricted period, if an executive officer takes a leave of absence during the service provision period, or if any shares remain subject to restrictions after the restrictions have been lifted in connection with a corporate reorganization or other event.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of allocated shares 19,250 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 6,000 shares
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥46,359,000. The annual remuneration limit under this plan is ¥45 million or less (for directors).
Procedures under the Corporate Code of ConductAt the 45th Annual General Meeting of Shareholders held on 25 June 2025, approval was granted for this plan and the payment of monetary remuneration receivables of ¥45 million or less per year.
Impact on Business PerformanceNo impact on business performance is stated.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock 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.

To provide an incentive for the sustained enhancement of corporate value and promote value sharing between the recipients and shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SYSTEM RESEARCH CO.,LTD. (3771) timely disclosure | Komori