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Share Issuance and Disposal3928Mynet Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 120,000 treasury shares to 2 directors as restricted stock compensation. The payment date is 22 May 2026, and the shares generally may not be transferred until 22 May 2030.

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Direction
Neutral
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Scale
120000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much120,000Shares

120,000 shares of the Company's common stock (treasury shares)

2 directors (excluding directors who are Audit & Supervisory Committee members)120,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥280 per share
Total issue value

¥33,600,000

Amount of funds to be raised
Total payment amount: ¥33,600,000; estimated net proceeds: Not disclosed (as the shares are issued in exchange for monetary remuneration receivables granted under this plan)
Total Stock-Based Compensation
Total monetary remuneration receivables: ¥33,600,000. The total remuneration under the plan is capped at ¥200 million per year and 100,000 shares in total.
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 22 May 2026 through 22 May 2030 (4 years)
Conditions for lifting transfer restrictions
Provided that an eligible director remains continuously in the position of director of the Company or one of its subsidiaries during the transfer restriction period, all of the shares allotted under this plan will be released from the transfer restriction on the expiration date of the transfer restriction period. If the director loses that position due to expiration of the term of office, death, or another reason deemed justifiable by the Company's Board of Directors, part of the restriction will be lifted based on the prescribed calculation method.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, or immediately after an eligible director loses the position of director of the Company or one of its subsidiaries during the transfer restriction period, the Company will acquire without consideration any shares allotted under this plan that remain subject to the transfer restriction.
Categories and Number of Persons Covered
2 directors (excluding directors who are Audit & Supervisory Committee members), 120,000 shares allotted
Intended allottee's holding policy
From 22 May 2026 through 22 May 2030, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. Upon expiration of the transfer restriction period, the restriction will be lifted if the prescribed conditions are met.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 22 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥280. There was no discount or premium.
Impact on Business Performance
Impact on results for the current fiscal year: 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 of120,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥280 per share
Total issue value¥33,600,000
Amount of funds to be raisedTotal payment amount: ¥33,600,000; estimated net proceeds: Not disclosed (as the shares are issued in exchange for monetary remuneration receivables granted under this plan)
Payment date22 May 2026
Intended allotteeName 2 directors (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 120,000 shares
Intended allottee's holding policyFrom 22 May 2026 through 22 May 2030, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. Upon expiration of the transfer restriction period, the restriction will be lifted if the prescribed conditions are met.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 22 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥280. There was no discount or premium.
Transfer restriction periodFrom 22 May 2026 through 22 May 2030 (4 years)
Conditions for lifting transfer restrictionsProvided that an eligible director remains continuously in the position of director of the Company or one of its subsidiaries during the transfer restriction period, all of the shares allotted under this plan will be released from the transfer restriction on the expiration date of the transfer restriction period. If the director loses that position due to expiration of the term of office, death, or another reason deemed justifiable by the Company's Board of Directors, part of the restriction will be lifted based on the prescribed calculation method.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, or immediately after an eligible director loses the position of director of the Company or one of its subsidiaries during the transfer restriction period, the Company will acquire without consideration any shares allotted under this plan that remain subject to the transfer restriction.
Categories and Number of Persons Covered2 directors (excluding directors who are Audit & Supervisory Committee members), 120,000 shares allotted
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥33,600,000. The total remuneration under the plan is capped at ¥200 million per year and 100,000 shares in total.
Impact on Business PerformanceImpact on results for the current fiscal year: Not disclosed
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 the eligible directors with an incentive to achieve sustained improvement in corporate value and shareholder value over the medium to long term, promote value sharing with shareholders, and foster a sense of ownership among the eligible directors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Mynet Inc. (3928) timely disclosure | Komori