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Share Issuance and Disposal3778SAKURA internet Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 22,185 treasury shares as restricted stock compensation for 3 directors and 11 executive officers. The disposal price is ¥3,190 per share, and the payment date is 8 July 2026.

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Direction
Neutral
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Scale
22185
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,185Shares

22,185 treasury common shares

3 directors of the Company (excluding outside directors)10,657 shares
11 of the Company’s executive officers11,528 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.

¥3,190 per share
Total issue value

¥70,770,150

Total Stock-Based Compensation
Total monetary compensation receivables of ¥70,770,150. The annual compensation limit for the eligible directors is ¥200,000 thousand or less.
発行済株式総数

The total number of issued shares will not increase because 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
From 8 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after 8 July 2026. If the recipient ceases to hold such a position or retires for a valid reason, a portion of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient ceases to hold such a position or retires without a valid reason before the date of the first annual general meeting of shareholders, or if any shares remain subject to restrictions when the restriction period expires. The Company will also acquire without consideration any shares that remain subject to restrictions as of the business day immediately preceding the effective date of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors, and 10,657 shares; 11 executive officers of the Company and 11,528 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
8 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 22 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,190. No discount or premium applies.
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 of22,185 treasury common shares
Issue price and disposal price¥3,190 per share
Total issue value¥70,770,150
Payment date8 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 10,657 shares, Name 11 of the Company’s executive officers / Number of Shares 11,528 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Total number of issued sharesThe total number of issued shares will not increase because 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 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,190. No discount or premium applies.
Transfer restriction periodFrom 8 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after 8 July 2026. If the recipient ceases to hold such a position or retires for a valid reason, a portion of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient ceases to hold such a position or retires without a valid reason before the date of the first annual general meeting of shareholders, or if any shares remain subject to restrictions when the restriction period expires. The Company will also acquire without consideration any shares that remain subject to restrictions as of the business day immediately preceding the effective date of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors, and 10,657 shares; 11 executive officers of the Company and 11,528 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥70,770,150. The annual compensation limit for the eligible directors is ¥200,000 thousand or less.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 enable the directors and executive officers to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | SAKURA internet Inc. (3778) timely disclosure | Komori