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Share Issuance and Disposal3800UNIRITA Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 21,652 treasury shares as restricted stock compensation for directors, executive officers, employees on an annual salary system, and directors of the Company's subsidiaries. The disposal price is ¥1,962 per share, and the transfer restrictions will generally remain in place until the relevant individual retires or leaves the Company.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much21,652Shares

21,652 shares of the Company's common stock (treasury shares)

6 of the Company's directors, excluding outside directors9,422 shares
5 executive officers of the Company2,475 shares
18 employees of the Company (employees on an annual salary system)5,163 shares
12 directors of the Company's subsidiaries (excluding outside directors)4,592 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.

¥1,962 per share
Total issue value

¥42,481,224

Amount of funds to be raised
Total amount payable: ¥42,481,224; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥42,481,224 (¥33,471,720 for the Company and ¥9,009,504 for the Company's subsidiaries)
Specific use of funds
Not applicable (disposal of treasury shares for compensation through an in-kind contribution of monetary compensation claims)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable, as this is a disposal of treasury shares and the total number of issued shares will not increase

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 4 August 2026 until the relevant individual retires as a director of the Company or one of its subsidiaries or leaves the Company
Conditions for lifting transfer restrictions
The eligible individual must continuously remain in the prescribed position as a director, executive officer or employee throughout the service provision period. In the event of retirement or departure for a legitimate reason, the number of shares subject to lifting of the restrictions and the timing of the lifting will be reasonably adjusted
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the transfer restriction period expires. If, following a corporate reorganization or other event, any shares remain subject to transfer restrictions after the restrictions should otherwise have been lifted
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 9,422 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 2,475 shares, Category Employees of the Company (employees on an annual salary system) / Number of Employees 18 / Number of allocated shares 5,163 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 12 / Number of allocated shares 4,592 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The shares will be managed in dedicated accounts. The holding policy after the transfer restrictions are lifted is Not disclosed
Payment date
4 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 6 July 2026, ¥1,962. No discount or premium
Procedures under the Corporate Code of Conduct
The restricted stock compensation plan was approved at the Company's annual general meeting of shareholders held on 23 June 2022. The amount of monetary compensation claims was determined by the Board of Directors and other bodies after consultation with and a recommendation from the Nomination and Compensation Committee
Impact on Business Performance
The impact of this disposal of treasury shares on the Company's performance is Not disclosed
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 of21,652 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,962 per share
Total issue value¥42,481,224
Amount of funds to be raisedTotal amount payable: ¥42,481,224; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (disposal of treasury shares for compensation through an in-kind contribution of monetary compensation claims)
Payment date4 August 2026
Intended allotteeCategory 6 of the Company's directors, excluding outside directors / Number of Shares 9,422 shares, Category 5 executive officers of the Company / Number of Shares 2,475 shares, Category 18 employees of the Company (employees on an annual salary system) / Number of Shares 5,163 shares, Category 12 directors of the Company's subsidiaries (excluding outside directors) / Number of Shares 4,592 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The shares will be managed in dedicated accounts. The holding policy after the transfer restrictions are lifted is Not disclosed
Dilution RateNot applicable, as this is a disposal of treasury shares and the total number of issued shares will not increase
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 stock on the Tokyo Stock Exchange on 6 July 2026, ¥1,962. No discount or premium
Transfer restriction periodFrom 4 August 2026 until the relevant individual retires as a director of the Company or one of its subsidiaries or leaves the Company
Conditions for lifting transfer restrictionsThe eligible individual must continuously remain in the prescribed position as a director, executive officer or employee throughout the service provision period. In the event of retirement or departure for a legitimate reason, the number of shares subject to lifting of the restrictions and the timing of the lifting will be reasonably adjusted
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the transfer restriction period expires. If, following a corporate reorganization or other event, any shares remain subject to transfer restrictions after the restrictions should otherwise have been lifted
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 9,422 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 2,475 shares, Category Employees of the Company (employees on an annual salary system) / Number of Employees 18 / Number of allocated shares 5,163 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 12 / Number of allocated shares 4,592 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥42,481,224 (¥33,471,720 for the Company and ¥9,009,504 for the Company's subsidiaries)
Procedures under the Corporate Code of ConductThe restricted stock compensation plan was approved at the Company's annual general meeting of shareholders held on 23 June 2022. The amount of monetary compensation claims was determined by the Board of Directors and other bodies after consultation with and a recommendation from the Nomination and Compensation Committee
Impact on Business PerformanceThe impact of this disposal of treasury shares on the Company's performance is Not disclosed
Items this document does not state (9)
Estimated issuance expensesExercise 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 incentives for the sustained enhancement of the Company's corporate value and to further promote value sharing with shareholders. The amount of monetary compensation claims to be provided to the eligible individuals was determined based on a comprehensive assessment of the Company's performance, the responsibilities of each eligible individual and other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | UNIRITA Inc. (3800) timely disclosure | Komori