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Share Issuance and Disposal3793Drecom Co.,Ltd.Information and Communications, Services and Others

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

The Company resolved to dispose of 108,043 treasury shares to 5 directors and 21 employees as restricted stock compensation. The recipients will contribute monetary compensation receivables or monetary receivables in kind and acquire the shares at ¥418 per share.

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Neutral
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Scale
108043
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much108,043Shares

108,043 common shares of the Company (treasury shares)

1 director (excluding directors who are Audit and Supervisory Committee Members)28,043 shares
4 directors who are Audit & Supervisory Committee members8,000 shares
21 employees72,000 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.

¥418 per share
Total issue value

¥45,161,974

Amount of funds to be raised
Total payment amount: ¥45,161,974. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
¥45,161,974 (the total amount of monetary compensation receivables or monetary receivables)
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 recipient directors, from 21 August 2026 until the date on which they cease to hold their positions as directors of the Company (or, in certain cases, until the date of submission of the semiannual report for the fiscal year ending March 2027). For the recipient employees, 5 years.
Conditions for lifting transfer restrictions
The recipient directors must continuously hold their positions as directors from the payment date through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If they cease to hold their positions due to death, expiration of their terms of office or another reason deemed valid by the Board of Directors, the restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without consideration
At the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
1 director (excluding directors who are Audit and Supervisory Committee Members), 28,043 shares; 4 directors who are Audit and Supervisory Committee Members, 8,000 shares; 21 employees, 72,000 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The restricted period will run from the payment date until the date on which the recipient directors cease to hold their positions, and for 5 years for the recipient employees.
Payment date
21 August 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 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥418. No discount or premium applies.
Impact on Business Performance
No impact on results 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 of108,043 common shares of the Company (treasury shares)
Issue price and disposal price¥418 per share
Total issue value¥45,161,974
Amount of funds to be raisedTotal payment amount: ¥45,161,974. Estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeCategory 1 director (excluding directors who are Audit and Supervisory Committee Members) / Number of Shares 28,043 shares, Category 4 directors who are Audit & Supervisory Committee members / Number of Shares 8,000 shares, Category 21 employees / Number of Shares 72,000 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The restricted period will run from the payment date until the date on which the recipient directors cease to hold their positions, and for 5 years for the recipient employees.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥418. No discount or premium applies.
Transfer restriction periodFor the recipient directors, from 21 August 2026 until the date on which they cease to hold their positions as directors of the Company (or, in certain cases, until the date of submission of the semiannual report for the fiscal year ending March 2027). For the recipient employees, 5 years.
Conditions for lifting transfer restrictionsThe recipient directors must continuously hold their positions as directors from the payment date through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If they cease to hold their positions due to death, expiration of their terms of office or another reason deemed valid by the Board of Directors, the restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without considerationAt the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered1 director (excluding directors who are Audit and Supervisory Committee Members), 28,043 shares; 4 directors who are Audit and Supervisory Committee Members, 8,000 shares; 21 employees, 72,000 shares
Total Stock-Based Compensation¥45,161,974 (the total amount of monetary compensation receivables or monetary receivables)
Impact on Business PerformanceNo impact on results is stated
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 directors with an incentive to sustainably enhance corporate value and share value with shareholders, and to provide directors who are Audit and Supervisory Committee Members with an incentive to prevent damage to corporate value and maintain trust.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Employees | Drecom Co.,Ltd. (3793) timely disclosure | Komori