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Share Issuance and Disposal3774Internet Initiative Japan Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 68,111 treasury shares to a total of 37 directors, executive officers and others as performance-linked restricted stock compensation. The total payment amount is ¥208,692,104; however, because the shares will be paid for through an in-kind contribution of monetary compensation receivables, this is not a conventional fund-raising transaction.

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68111
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 much68,111Shares

68,111 common shares of the Company (treasury shares)

Directors of the Company (limited to directors responsible for business execution)6 / 15,064 shares
The Company's executive officers19 / 20,648 shares
Directors of the Company's subsidiaries (excluding part-time directors, outside directors and non-residents)7 / 20,068 shares
Executive officers of the Company's subsidiaries (excluding part-time directors, outside directors and non-residents)5 / 12,331 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.

¥3,064 per share
Amount of funds to be raised

Total payment amount: ¥208,692,104; estimated net proceeds: Not disclosed (as the shares will be paid for through an in-kind contribution of monetary compensation receivables, this is not a conventional fund-raising transaction)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥208,692,104 (of which the portion provided to the applicable directors is equivalent to 15,064 shares)
発行済株式総数

No increase, as this is a disposal of treasury shares

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
For the applicable directors and others, from 15 June 2026 until the point at which they cease to hold any position as a director or executive officer of the Company. For the applicable directors and others of subsidiaries, from the same date until the point at which they cease to hold any position as a director or executive officer of the relevant subsidiary.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the designated position as a director or executive officer from the start date of the transfer restriction period, all transfer restrictions will be lifted upon expiry of the period. The restrictions will also be lifted upon death. Depending on the achievement of the performance targets, the performance plan III may provide for clawbacks and additional grants.
Reason for acquisition without consideration
If, during or upon expiry of the transfer restriction period, the recipient ceases to hold the position for a reason other than one the Company deems justified, commits certain misconduct, or meets any of the other specified conditions set out in the relevant allocation agreement. In addition, under performance plan III, if the achievement of the targets and the payout ratio decline significantly in the final year of the medium-term management plan, a portion of the shares may be acquired without consideration as a clawback.
Categories and Number of Persons Covered
Category Directors of the Company (limited to directors responsible for business execution) / Number of Employees 6 / Number of allocated shares 15,064 shares, Category The Company's executive officers / Number of Employees 19 / Number of allocated shares 20,648 shares, Category Directors of subsidiaries of the Company / Number of Employees 7 / Number of allocated shares 20,068 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 5 / Number of allocated shares 12,331 shares
Payment date
15 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,064. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 32nd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the maximum total amount of monetary compensation receivables and the maximum number of shares for the applicable directors. The disposal was resolved at the Board of Directors' meeting held on 25 May 2026.
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 of68,111 common shares of the Company (treasury shares)
Issue price and disposal price¥3,064 per share
Amount of funds to be raisedTotal payment amount: ¥208,692,104; estimated net proceeds: Not disclosed (as the shares will be paid for through an in-kind contribution of monetary compensation receivables, this is not a conventional fund-raising transaction)
Payment date15 June 2026
Intended allotteeCategory Directors of the Company (limited to directors responsible for business execution) / Number of Employees 6 / Number of Shares 15,064 shares, Category The Company's executive officers / Number of Employees 19 / Number of Shares 20,648 shares, Category Directors of the Company's subsidiaries (excluding part-time directors, outside directors and non-residents) / Number of Employees 7 / Number of Shares 20,068 shares, Category Executive officers of the Company's subsidiaries (excluding part-time directors, outside directors and non-residents) / Number of Employees 5 / Number of Shares 12,331 shares
Total number of issued sharesNo increase, as this is a disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,064. No discount or premium rate is stated.
Transfer restriction periodFor the applicable directors and others, from 15 June 2026 until the point at which they cease to hold any position as a director or executive officer of the Company. For the applicable directors and others of subsidiaries, from the same date until the point at which they cease to hold any position as a director or executive officer of the relevant subsidiary.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the designated position as a director or executive officer from the start date of the transfer restriction period, all transfer restrictions will be lifted upon expiry of the period. The restrictions will also be lifted upon death. Depending on the achievement of the performance targets, the performance plan III may provide for clawbacks and additional grants.
Reason for acquisition without considerationIf, during or upon expiry of the transfer restriction period, the recipient ceases to hold the position for a reason other than one the Company deems justified, commits certain misconduct, or meets any of the other specified conditions set out in the relevant allocation agreement. In addition, under performance plan III, if the achievement of the targets and the payout ratio decline significantly in the final year of the medium-term management plan, a portion of the shares may be acquired without consideration as a clawback.
Categories and Number of Persons CoveredCategory Directors of the Company (limited to directors responsible for business execution) / Number of Employees 6 / Number of allocated shares 15,064 shares, Category The Company's executive officers / Number of Employees 19 / Number of allocated shares 20,648 shares, Category Directors of subsidiaries of the Company / Number of Employees 7 / Number of allocated shares 20,068 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 5 / Number of allocated shares 12,331 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥208,692,104 (of which the portion provided to the applicable directors is equivalent to 15,064 shares)
Procedures under the Corporate Code of ConductAt the 32nd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the maximum total amount of monetary compensation receivables and the maximum number of shares for the applicable directors. The disposal was resolved at the Board of Directors' meeting held on 25 May 2026.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateExercise 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 incentives for the achievement of the targets in the medium-term management plan and the resulting enhancement of corporate value over the medium to long term, while further promoting value sharing with shareholders. The Company will provide monetary compensation receivables equivalent to performance bonuses for fiscal 2025 and dispose of treasury shares as restricted stock compensation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Internet Initiative Japan Inc. (3774) timely disclosure | Komori