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Share Issuance and Disposal3935Edia Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 30,000 treasury shares to 4 directors as restricted stock compensation. The recipients comprise 2 directors of the Company and 2 directors of the Company's subsidiaries.

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Direction
Neutral
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Scale
30000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much30,000Shares

30,000 common shares (treasury shares)

2 directors of the Company24,000 shares
2 directors of the Company's subsidiaries6,000 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.

¥618 per share
Total issue value

¥18,540,000

Amount of funds to be raised
Total payment amount: ¥18,540,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥18,540,000
Specific use of funds
Not applicable (disposed through an in-kind contribution of monetary claims as restricted stock compensation)
発行済株式総数

Not applicable (disposal of treasury shares only)

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 the date of allotment until the recipient ceases to be a director of the Company. However, the shares may be subject to a restriction on disposal until the expiration of a specified period.
Conditions for lifting transfer restrictions
The recipient must remain a director of the Company continuously from the start date of the restricted transfer period through the date of the first annual general meeting of shareholders held thereafter. If the recipient ceases to be a director due to a corporate reorganization or other similar event, the restrictions will be lifted for a number of shares reasonably determined by resolution of the Board of Directors.
Reason for acquisition without consideration
If the recipient ceases to be a director before the date of the first annual general meeting of shareholders to be held thereafter, except where the Board of Directors deems the circumstances legitimate. If the recipient engages in an act violating laws or regulations in the course of performing duties that carries criminal penalties, or otherwise falls under certain events stipulated in the relevant allotment agreement. If any shares remain subject to restrictions following a corporate reorganization or other similar event.
Categories and Number of Persons Covered
2 directors of the Company, 24,000 shares; 2 directors of the Company's subsidiaries, 6,000 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any manner. The restricted transfer period runs from the allotment date until the recipient ceases to be a director of the Company. However, provided that the recipient remains a director through the first annual general meeting of shareholders to be held after the allotment date, the transfer restrictions will be lifted upon expiration of the period.
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 Standard Market on 12 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥618. No discount or premium rate was 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 of30,000 common shares (treasury shares)
Issue price and disposal price¥618 per share
Total issue value¥18,540,000
Amount of funds to be raisedTotal payment amount: ¥18,540,000; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (disposed through an in-kind contribution of monetary claims as restricted stock compensation)
Payment date30 June 2026
Intended allotteeCategory 2 directors of the Company / Number of Shares 24,000 shares, Category 2 directors of the Company's subsidiaries / Number of Shares 6,000 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any manner. The restricted transfer period runs from the allotment date until the recipient ceases to be a director of the Company. However, provided that the recipient remains a director through the first annual general meeting of shareholders to be held after the allotment date, the transfer restrictions will be lifted upon expiration of the period.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 12 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥618. No discount or premium rate was disclosed.
Transfer restriction periodFrom the date of allotment until the recipient ceases to be a director of the Company. However, the shares may be subject to a restriction on disposal until the expiration of a specified period.
Conditions for lifting transfer restrictionsThe recipient must remain a director of the Company continuously from the start date of the restricted transfer period through the date of the first annual general meeting of shareholders held thereafter. If the recipient ceases to be a director due to a corporate reorganization or other similar event, the restrictions will be lifted for a number of shares reasonably determined by resolution of the Board of Directors.
Reason for acquisition without considerationIf the recipient ceases to be a director before the date of the first annual general meeting of shareholders to be held thereafter, except where the Board of Directors deems the circumstances legitimate. If the recipient engages in an act violating laws or regulations in the course of performing duties that carries criminal penalties, or otherwise falls under certain events stipulated in the relevant allotment agreement. If any shares remain subject to restrictions following a corporate reorganization or other similar event.
Categories and Number of Persons Covered2 directors of the Company, 24,000 shares; 2 directors of the Company's subsidiaries, 6,000 shares
Total Stock-Based CompensationTotal monetary claims: ¥18,540,000
Items this document does not state (12)
Estimated issuance expensesTotal 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 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 the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | Edia Co.,Ltd. (3935) timely disclosure | Komori