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Share Issuance and Disposal3981Beaglee Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 5,489 treasury shares to 2 directors as restricted stock compensation. The disposal price is ¥1,275 per share, and the payment date is 24 April 2026.

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5489
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,489Shares

5,489 common shares of the Company (treasury shares)

2 directors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors; 5,489 shares

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

¥1,275 per share
Total issue value

¥6,998,475

Amount of funds to be raised
Total payment amount: ¥6,998,475; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥6,998,475. The annual compensation limit for monetary compensation claims to be paid as stock compensation is ¥50,000 thousand or less.
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
24 April 2026 to 23 April 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the eligible recipient continuously holds a position as a director, Audit & Supervisory Board Member or employee of the Company's group during the transfer restriction period, the transfer restrictions on all of the allocated shares held at the end of the period will be lifted. In the event of death or retirement or resignation before the end of the period, the restrictions will be lifted in part according to the period of service and other factors.
Reason for acquisition without consideration
If, during the transfer restriction period, the eligible recipient commits a violation of laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, or with respect to shares for which the transfer restrictions are not lifted under the conditions for lifting the restrictions, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration any shares whose transfer restrictions are not lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered
2 directors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors; 5,489 shares
Intended allottee's holding policy
The shares will be held and maintained in an account opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. The transfer restriction period is from 24 April 2026 to 23 April 2029.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,275. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 7th Annual General Meeting of Shareholders held on 26 March 2020, approval was obtained for the introduction of a restricted stock compensation plan and the related compensation limit. The amount of the monetary compensation claims for this allocation was determined by the Board of Directors based on the recommendation of the Nomination and Compensation Committee, an advisory body.
Impact on Business Performance
Impact on financial results: 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 of5,489 common shares of the Company (treasury shares)
Issue price and disposal price¥1,275 per share
Total issue value¥6,998,475
Amount of funds to be raisedTotal payment amount: ¥6,998,475; estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allottee2 directors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors; 5,489 shares
Intended allottee's holding policyThe shares will be held and maintained in an account opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. The transfer restriction period is from 24 April 2026 to 23 April 2029.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,275. No discount or premium rate is stated.
Transfer restriction period24 April 2026 to 23 April 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the eligible recipient continuously holds a position as a director, Audit & Supervisory Board Member or employee of the Company's group during the transfer restriction period, the transfer restrictions on all of the allocated shares held at the end of the period will be lifted. In the event of death or retirement or resignation before the end of the period, the restrictions will be lifted in part according to the period of service and other factors.
Reason for acquisition without considerationIf, during the transfer restriction period, the eligible recipient commits a violation of laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, or with respect to shares for which the transfer restrictions are not lifted under the conditions for lifting the restrictions, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration any shares whose transfer restrictions are not lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered2 directors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors; 5,489 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥6,998,475. The annual compensation limit for monetary compensation claims to be paid as stock compensation is ¥50,000 thousand or less.
Procedures under the Corporate Code of ConductAt the 7th Annual General Meeting of Shareholders held on 26 March 2020, approval was obtained for the introduction of a restricted stock compensation plan and the related compensation limit. The amount of the monetary compensation claims for this allocation was determined by the Board of Directors based on the recommendation of the Nomination and Compensation Committee, an advisory body.
Impact on Business PerformanceImpact on financial results: Not disclosed
Items this document does not state (12)
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 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 enable the eligible directors to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Beaglee Inc. (3981) timely disclosure | Komori