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Share Issuance and Disposal4054Japan PropTech Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of a total of 19,155 treasury shares as restricted stock compensation for 3 directors and 2 executive officers. The shares will be subject to a 4-year transfer restriction, which will be lifted if conditions including operating profit of at least ¥2.5 billion for the fiscal year ending June 2030 are met.

Worth reading
39Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
19155
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

For directors: 13,217 common shares; for executive officers: 5,938 common shares; total: 19,155 common shares

3 of the Company's directors, excluding directors serving as Audit & Supervisory Committee Members and outside directors13,217 shares
2 executive officers who do not concurrently serve as directors of the Company5,938 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.

¥522 per share
Amount of funds to be raised

Total payment amount: ¥0 (no monetary payment required for directors); estimated net proceeds: Not disclosed

Total Stock-Based Compensation
For directors: ¥6,899,274; for executive officers: ¥3,099,636. Total: ¥9,998,910
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
4 years from 13 November 2026 through 12 November 2030
Conditions for lifting transfer restrictions
The holder must continuously remain either a director or executive officer during the transfer restriction period, and operating profit for the fiscal year stated in the securities report for the company’s 36th fiscal year (fiscal year ending June 2030) must be at least ¥2.5 billion. If the conditions are met, all restrictions will be lifted upon expiry of the transfer restriction period.
Reason for acquisition without consideration
If the holder retires or leaves employment, including due to death, before the date on which operating profit for the fiscal year ending June 2030 is finalised, is demoted from director or executive officer to employee, or remains subject to transfer restrictions at the time of release, all of the relevant shares will be acquired without consideration. The shares will also be acquired without consideration if the approval date for a reorganisation or similar transaction precedes the date for determining whether the performance conditions have been met.
Categories and Number of Persons Covered
3 eligible directors, 13,217 shares; 2 eligible executive officers, 5,938 shares
Intended allottee's holding policy
From 13 November 2026 through 12 November 2030, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and will be held and maintained in a designated account until the transfer restriction is lifted.
Payment date
13 November 2026
Basis for determining the amount to be paid
The closing price of the company’s common shares on the Tokyo Stock Exchange on 22 October 2026 was ¥522. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 32nd Annual General Meeting of Shareholders held on 29 September 2026, approval was obtained for, among other matters, issuing or disposing of up to 100,000 shares per year to eligible directors, with an annual amount of up to ¥50 million.
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 ofFor directors: 13,217 common shares; for executive officers: 5,938 common shares; total: 19,155 common shares
Issue price and disposal price¥522 per share
Amount of funds to be raisedTotal payment amount: ¥0 (no monetary payment required for directors); estimated net proceeds: Not disclosed
Payment date13 November 2026
Intended allotteeName 3 of the Company's directors, excluding directors serving as Audit & Supervisory Committee Members and outside directors / Number of Shares 13,217 shares, Name 2 executive officers who do not concurrently serve as directors of the Company / Number of Shares 5,938 shares
Intended allottee's holding policyFrom 13 November 2026 through 12 November 2030, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and will be held and maintained in a designated account until the transfer restriction is lifted.
Basis for determining the amount to be paidThe closing price of the company’s common shares on the Tokyo Stock Exchange on 22 October 2026 was ¥522. Discount rate/premium rate: Not disclosed
Transfer restriction period4 years from 13 November 2026 through 12 November 2030
Conditions for lifting transfer restrictionsThe holder must continuously remain either a director or executive officer during the transfer restriction period, and operating profit for the fiscal year stated in the securities report for the company’s 36th fiscal year (fiscal year ending June 2030) must be at least ¥2.5 billion. If the conditions are met, all restrictions will be lifted upon expiry of the transfer restriction period.
Reason for acquisition without considerationIf the holder retires or leaves employment, including due to death, before the date on which operating profit for the fiscal year ending June 2030 is finalised, is demoted from director or executive officer to employee, or remains subject to transfer restrictions at the time of release, all of the relevant shares will be acquired without consideration. The shares will also be acquired without consideration if the approval date for a reorganisation or similar transaction precedes the date for determining whether the performance conditions have been met.
Categories and Number of Persons Covered3 eligible directors, 13,217 shares; 2 eligible executive officers, 5,938 shares
Total Stock-Based CompensationFor directors: ¥6,899,274; for executive officers: ¥3,099,636. Total: ¥9,998,910
Procedures under the Corporate Code of ConductAt the 32nd Annual General Meeting of Shareholders held on 29 September 2026, approval was obtained for, among other matters, issuing or disposing of up to 100,000 shares per year to eligible directors, with an annual amount of up to ¥50 million.
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 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.

To provide the eligible directors and others with an incentive to enhance the company’s corporate value and to promote greater value sharing with shareholders. The transfer restriction period is set at 4 years to achieve sustained enhancement of corporate value and value sharing with shareholders over the medium to long term.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | Japan PropTech Co.,Ltd. (4054) timely disclosure | Komori