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

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation Subject to Continued Employment

The Board of Directors resolved to dispose of 28,875 treasury shares held by the Company to 38 directors, executive officers and other eligible individuals as service-based restricted stock compensation.

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Details of issuance or disposal

Disposal of treasury shares as service-based restricted stock compensation

Who receives how much28,875Shares

28,875 common shares of the Company (treasury shares)

Directors of the Company (limited to directors responsible for business execution)5 / 10,606 shares
The Company's executive officers21 / 11,054 shares
Directors of the Company's subsidiaries (excluding part-time directors, outside directors and non-residents)6 / 4,350 shares
Executive officers of the Company's subsidiaries (excluding non-residents)6 / 2,865 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.

¥3,070 per share
Total Stock-Based Compensation

Total monetary remuneration claims of ¥88,646,250 (of which the portion granted to eligible directors corresponds to 10,606 shares). For eligible directors, the annual remuneration limit for monetary remuneration claims under all of Plans I, II and III is ¥700 million or less.

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 the payment date, 15 July 2026, until the eligible individual ceases to hold either the position of director or executive officer of the Company or IIJグローバル.
Conditions for lifting transfer restrictions
Provided that the eligible individual continuously holds the position of director or executive officer of the Company or IIJグローバル from the commencement date of the restriction period, all transfer restrictions will be lifted upon expiration of the restriction period. The restrictions will also be lifted if the eligible individual dies. In the event of a corporate reorganization or similar event, the restrictions may be lifted immediately before the business day preceding the effective date of the reorganization or similar event.
Reason for acquisition without consideration
If, during the restriction period or upon its expiration, the eligible individual ceases to hold office for a reason other than one recognized by the Company as justifiable, or engages in certain acts of misconduct, or if any other event specified in the allocation agreement occurs.
Categories and Number of Persons Covered
Category Directors of the Company (limited to directors responsible for business execution) / Number of Employees 5 / Number of allocated shares 10,606 shares, Category The Company's executive officers / Number of Employees 21 / Number of allocated shares 11,054 shares, Category Directors of the Company's subsidiaries (excluding part-time directors, outside directors and non-residents) / Number of Employees 6 / Number of allocated shares 4,350 shares, Category Executive officers of the Company's subsidiaries (excluding non-residents) / Number of Employees 6 / Number of allocated shares 2,865 shares
Intended allottee's holding policy
The shares will be subject to transfer restrictions from the payment date until the eligible individual ceases to hold either the position of director or executive officer of the Company or IIJグローバル. During the restriction period, the shares will be managed in a dedicated account and may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
15 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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, which was ¥3,070. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the Company's 32nd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the aggregate amount of monetary remuneration claims to be granted to eligible directors and the maximum number of shares. The disposal was resolved at the Board of Directors meeting held on 26 June 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as service-based restricted stock compensation
Number of shares to be issued or disposed of28,875 common shares of the Company (treasury shares)
Issue price and disposal price¥3,070 per share
Payment date15 July 2026
Intended allotteeName Directors of the Company (limited to directors responsible for business execution) / Number of Employees 5 / Number of Shares 10,606 shares, Name The Company's executive officers / Number of Employees 21 / Number of Shares 11,054 shares, Name Directors of the Company's subsidiaries (excluding part-time directors, outside directors and non-residents) / Number of Employees 6 / Number of Shares 4,350 shares, Name Executive officers of the Company's subsidiaries (excluding non-residents) / Number of Employees 6 / Number of Shares 2,865 shares
Intended allottee's holding policyThe shares will be subject to transfer restrictions from the payment date until the eligible individual ceases to hold either the position of director or executive officer of the Company or IIJグローバル. During the restriction period, the shares will be managed in a dedicated account and may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, which was ¥3,070. No discount or premium was applied.
Transfer restriction periodFrom the payment date, 15 July 2026, until the eligible individual ceases to hold either the position of director or executive officer of the Company or IIJグローバル.
Conditions for lifting transfer restrictionsProvided that the eligible individual continuously holds the position of director or executive officer of the Company or IIJグローバル from the commencement date of the restriction period, all transfer restrictions will be lifted upon expiration of the restriction period. The restrictions will also be lifted if the eligible individual dies. In the event of a corporate reorganization or similar event, the restrictions may be lifted immediately before the business day preceding the effective date of the reorganization or similar event.
Reason for acquisition without considerationIf, during the restriction period or upon its expiration, the eligible individual ceases to hold office for a reason other than one recognized by the Company as justifiable, or engages in certain acts of misconduct, or if any other event specified in the allocation agreement occurs.
Categories and Number of Persons CoveredCategory Directors of the Company (limited to directors responsible for business execution) / Number of Employees 5 / Number of allocated shares 10,606 shares, Category The Company's executive officers / Number of Employees 21 / Number of allocated shares 11,054 shares, Category Directors of the Company's subsidiaries (excluding part-time directors, outside directors and non-residents) / Number of Employees 6 / Number of allocated shares 4,350 shares, Category Executive officers of the Company's subsidiaries (excluding non-residents) / Number of Employees 6 / Number of allocated shares 2,865 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥88,646,250 (of which the portion granted to eligible directors corresponds to 10,606 shares). For eligible directors, the annual remuneration limit for monetary remuneration claims under all of Plans I, II and III is ¥700 million or less.
Procedures under the Corporate Code of ConductAt the Company's 32nd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the aggregate amount of monetary remuneration claims to be granted to eligible directors and the maximum number of shares. The disposal was resolved at the Board of Directors meeting held on 26 June 2026.
Items this document does not state (15)
Total issue valueAmount of funds to be raisedEstimated 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 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 toward achieving the targets of the medium-term management plan and enhancing corporate value over the medium to long term, and to promote value sharing with shareholders. The Company will also replace its previous stock compensation-type stock options with restricted stock compensation.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation Subject to Continued Employment | Internet Initiative Japan Inc. (3774) timely disclosure | Komori