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Share Issuance and Disposal3844COMTURE CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,549 treasury shares to 9 directors and executive officers as restricted stock compensation. The disposal price is ¥1,385 per share, and the transfer restriction period is 5 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,549Shares

9,549 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors)5,306 shares
6 executive officers of the Company4,243 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.

¥1,385 per share
Total issue value

¥13,225,365

Amount of funds to be raised
Total payment amount: ¥13,225,365; estimated net proceeds: Not disclosed (the disposal is made through an in-kind contribution of monetary claims)
Total Stock-Based Compensation
Total monetary claims: ¥13,225,365 (including ¥7,348,810 attributable to the Company's directors)
発行済株式総数

No increase, as this is a disposal of treasury shares

As this is a disposal of treasury shares, there is no dilution resulting from an increase in the total number of issued shares (the ratio: Not disclosed)

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
5 years (14 August 2026 to 13 August 2031)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions during the period: director, executive officer or another equivalent position at the Company. If the recipient retires or resigns upon expiration of the term of office, reaching mandatory retirement age or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, or when the transfer restrictions are lifted following retirement or resignation, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
Stock Split RatioNot applicable (past stock splits: 1 share for 3 shares effective 1 October 2017, and 1 share for 2 shares effective 1 October 2019)
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,306 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 4,243 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 14 August 2026 to 13 August 2031.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,385. There is no discount or premium.
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 of9,549 common shares of the Company (treasury shares)
Issue price and disposal price¥1,385 per share
Total issue value¥13,225,365
Amount of funds to be raisedTotal payment amount: ¥13,225,365; estimated net proceeds: Not disclosed (the disposal is made through an in-kind contribution of monetary claims)
Payment date14 August 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 5,306 shares, Name 6 executive officers of the Company / Number of Shares 4,243 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 14 August 2026 to 13 August 2031.
Dilution RateAs this is a disposal of treasury shares, there is no dilution resulting from an increase in the total number of issued shares (the ratio: Not disclosed)
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 Prime Market on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,385. There is no discount or premium.
Transfer restriction period5 years (14 August 2026 to 13 August 2031)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions during the period: director, executive officer or another equivalent position at the Company. If the recipient retires or resigns upon expiration of the term of office, reaching mandatory retirement age or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, or when the transfer restrictions are lifted following retirement or resignation, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,306 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 4,243 shares
Total Stock-Based CompensationTotal monetary claims: ¥13,225,365 (including ¥7,348,810 attributable to the Company's directors)
Stock Split RatioNot applicable (past stock splits: 1 share for 3 shares effective 1 October 2017, and 1 share for 2 shares effective 1 October 2019)
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 provide an incentive for long-term, stable share ownership and the sustained enhancement of corporate value, and to promote the sharing of value with shareholders. The measure is also intended to attract capable personnel and increase the motivation of the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | COMTURE CORPORATION (3844) timely disclosure | Komori