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Share Issuance and Disposal3983ORO Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will dispose of 8,713 treasury shares to 2 directors and 1 executive officer with a designated title as restricted stock compensation. The total disposal value is ¥15,997,068, and the transfer restriction period is 50 years.

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8713
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,713Shares

8,713 shares of the Company's common stock (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members)7,352 shares
1 of the Company's executive officers with a designated title1,361 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.

¥1,836 per share
Amount of funds to be raised

Total payment amount: ¥15,997,068; approximate net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥15,997,068. The annual compensation limit for restricted stock compensation is ¥50 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
50 years, from 23 April 2026 to 22 April 2076.
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires, provided that the eligible directors and executive officer with a designated title have continuously held a position as a director or executive officer with a designated title of the Company throughout the transfer restriction period. In the event of retirement or resignation for a valid reason, the number of shares released and the timing of release will be adjusted reasonably. In the event of a corporate reorganization or similar transaction, the transfer restrictions on a certain number of shares will be released before the effective date.
Reason for acquisition without consideration
If an eligible recipient retires or resigns from all positions as a director or executive officer with a designated title of the Company before the transfer restriction period expires, except in the event of expiration of the term of office, death or other valid reason. This also applies if any shares remain subject to transfer restrictions after the restrictions are released, or if any shares remain subject to transfer restrictions because of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 7,352 shares, Category Executive officers of the Company with titles / Number of Employees 1 / Number of allocated shares 1,361 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 23 April 2026 to 22 April 2076.
Payment date
23 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 March 2026, ¥1,836. No discount or premium rate is stated.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of8,713 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,836 per share
Amount of funds to be raisedTotal payment amount: ¥15,997,068; approximate net proceeds: Not disclosed
Payment date23 April 2026
Intended allotteeCategory 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 7,352 shares, Category 1 of the Company's executive officers with a designated title / Number of Shares 1,361 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 23 April 2026 to 22 April 2076.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 March 2026, ¥1,836. No discount or premium rate is stated.
Transfer restriction period50 years, from 23 April 2026 to 22 April 2076.
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires, provided that the eligible directors and executive officer with a designated title have continuously held a position as a director or executive officer with a designated title of the Company throughout the transfer restriction period. In the event of retirement or resignation for a valid reason, the number of shares released and the timing of release will be adjusted reasonably. In the event of a corporate reorganization or similar transaction, the transfer restrictions on a certain number of shares will be released before the effective date.
Reason for acquisition without considerationIf an eligible recipient retires or resigns from all positions as a director or executive officer with a designated title of the Company before the transfer restriction period expires, except in the event of expiration of the term of office, death or other valid reason. This also applies if any shares remain subject to transfer restrictions after the restrictions are released, or if any shares remain subject to transfer restrictions because of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 7,352 shares, Category Executive officers of the Company with titles / Number of Employees 1 / Number of allocated shares 1,361 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥15,997,068. The annual compensation limit for restricted stock compensation is ¥50 million.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (14)
Total issue valueEstimated 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 align the interests of the eligible directors and executive officer with those of shareholders by sharing the benefits and risks of share price movements, 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 | ORO Co.,Ltd. (3983) timely disclosure | Komori