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Share Issuance and Disposal4072Densan System Holdings Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 2,336 common shares to 4 directors as restricted stock compensation. The transfer restriction period is 30 years and will be lifted if certain continued service and other conditions are met.

Worth reading
58In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
2336
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much2,336Shares

2,336 common shares (new shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 2,336 shares

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

¥2,822 per share
Total issue value

¥6,592,192

Amount of funds to be raised
Total payment amount: ¥6,592,192; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥6,592,192
Specific use of funds
not disclosed (contribution in kind of monetary claims provided as restricted stock compensation)
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
30 years (17 April 2026 to 16 April 2056)
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the eligible director has continuously held one of the following positions throughout the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, employee, advisor, counselor or any other equivalent position at the Company or one of its subsidiaries. If the eligible director retires or resigns due to expiration of the term of office, reaching the mandatory retirement age or another legitimate reason, the transfer restrictions will be lifted immediately after retirement or resignation with respect to the number of shares calculated using a specified formula.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), 2,336 shares
Intended allottee's holding policy
During the transfer restriction period, any transfer to a third party, creation of security interests or other disposition is prohibited. The transfer restriction period runs from 17 April 2026 to 16 April 2056.
Payment date
17 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 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,822. The discount or premium rate was not disclosed.
Impact on Business Performance
The impact of this issuance of new shares on business performance was not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of2,336 common shares (new shares)
Issue price and disposal price¥2,822 per share
Total issue value¥6,592,192
Amount of funds to be raisedTotal payment amount: ¥6,592,192; estimated net proceeds: not disclosed
Specific use of fundsnot disclosed (contribution in kind of monetary claims provided as restricted stock compensation)
Payment date17 April 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 2,336 shares
Intended allottee's holding policyDuring the transfer restriction period, any transfer to a third party, creation of security interests or other disposition is prohibited. The transfer restriction period runs from 17 April 2026 to 16 April 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,822. The discount or premium rate was not disclosed.
Transfer restriction period30 years (17 April 2026 to 16 April 2056)
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the eligible director has continuously held one of the following positions throughout the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, employee, advisor, counselor or any other equivalent position at the Company or one of its subsidiaries. If the eligible director retires or resigns due to expiration of the term of office, reaching the mandatory retirement age or another legitimate reason, the transfer restrictions will be lifted immediately after retirement or resignation with respect to the number of shares calculated using a specified formula.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), 2,336 shares
Total Stock-Based CompensationTotal monetary claims: ¥6,592,192
Impact on Business PerformanceThe impact of this issuance of new shares on business performance was not disclosed
Items this document does not state (12)
Estimated issuance expensesDilution 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 an incentive for the sustained enhancement of corporate value and promote the sharing of value with shareholders. In addition, taking into account the purpose of this system, the Company's business conditions, the scope of responsibilities of each eligible director and other relevant circumstances, to further enhance the motivation of each eligible director.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Densan System Holdings Co.,Ltd. (4072) timely disclosure | Komori