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Share Issuance and Disposal3922PR TIMES CorporationInformation and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 20,243 common shares to its directors, executive officers, employees and directors of its subsidiaries as restricted stock compensation. The payment date is 30 June 2026, and the total issue price is ¥45,141,890.

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Neutral
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Scale
20243
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much20,243Shares

20,243 new shares

2 of the Company's directors12,555 shares
1 of the Company's executive officers26 shares
37 of the Company's employees2,662 shares
1 director of a subsidiary of the Company5,000 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.

¥2,230 per share
Total issue value

¥45,141,890

Amount of funds to be raised
Total payment amount: ¥45,141,890; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥45,141,890. The total amount of monetary compensation receivables for directors is capped at ¥120 million per year, of which the portion for outside directors is capped at ¥24 million.
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
Restricted Stock I: from 30 June 2026 until the date of retirement or resignation, or until 1 June 2027 if the retirement or resignation occurs on or before 31 May 2027; Restricted Stock Ⅴ① and Ⅴ②: from 30 June 2026 to 29 June 2029; Restricted Stock Ⅴ② and Ⅶ: from 30 June 2026 to 29 June 2031
Conditions for lifting transfer restrictions
The recipient must continuously remain in a prescribed position or role at the Company or a subsidiary during the prescribed compensation period or transfer-restriction period. In the event of retirement or resignation for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
The Company will acquire for no consideration any shares whose transfer restrictions have not been lifted when the prescribed period expires, as well as any shares held by a recipient who retires or resigns before the prescribed period for a reason other than a valid reason. In the event of a corporate reorganisation or similar event, the Company will also acquire for no consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
2 of the Company's directors: 12,555 shares; 1 of the Company's executive officers: 26 shares; 37 of the Company's employees: 2,662 shares; 1 director of a Company subsidiary: 5,000 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Payment date
30 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 11 June 2026, ¥2,230. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Approval of the restricted stock compensation plan, compensation limits and other matters was obtained at the annual general meetings of shareholders held on 26 May 2021, 29 May 2024 and 27 May 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of20,243 new shares
Issue price and disposal price¥2,230 per share
Total issue value¥45,141,890
Amount of funds to be raisedTotal payment amount: ¥45,141,890; estimated net proceeds: Not disclosed
Payment date30 June 2026
Intended allotteeCategory 2 of the Company's directors / Number of Shares 12,555 shares, Category 1 of the Company's executive officers / Number of Shares 26 shares, Category 37 of the Company's employees / Number of Shares 2,662 shares, Category 1 director of a subsidiary of the Company / Number of Shares 5,000 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 11 June 2026, ¥2,230. No discount or premium applies.
Transfer restriction periodRestricted Stock I: from 30 June 2026 until the date of retirement or resignation, or until 1 June 2027 if the retirement or resignation occurs on or before 31 May 2027; Restricted Stock Ⅴ① and Ⅴ②: from 30 June 2026 to 29 June 2029; Restricted Stock Ⅴ② and Ⅶ: from 30 June 2026 to 29 June 2031
Conditions for lifting transfer restrictionsThe recipient must continuously remain in a prescribed position or role at the Company or a subsidiary during the prescribed compensation period or transfer-restriction period. In the event of retirement or resignation for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationThe Company will acquire for no consideration any shares whose transfer restrictions have not been lifted when the prescribed period expires, as well as any shares held by a recipient who retires or resigns before the prescribed period for a reason other than a valid reason. In the event of a corporate reorganisation or similar event, the Company will also acquire for no consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered2 of the Company's directors: 12,555 shares; 1 of the Company's executive officers: 26 shares; 37 of the Company's employees: 2,662 shares; 1 director of a Company subsidiary: 5,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥45,141,890. The total amount of monetary compensation receivables for directors is capped at ¥120 million per year, of which the portion for outside directors is capped at ¥24 million.
Procedures under the Corporate Code of ConductApproval of the restricted stock compensation plan, compensation limits and other matters was obtained at the annual general meetings of shareholders held on 26 May 2021, 29 May 2024 and 27 May 2026.
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 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.

By having the recipients hold the Company's shares, the Company aims to have them share with shareholders the benefits and risks of share price fluctuations and increase their motivation to contribute to an increase in the share price and corporate value. The number of shares allocated to each recipient was determined after comprehensively considering the recipient's level of contribution and other factors.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | PR TIMES Corporation (3922) timely disclosure | Komori