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Share Issuance and Disposal4166Cacco Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 38,400 common shares to 7 directors and 1 executive officer as restricted stock compensation. The shares will be subject to transfer restrictions, generally conditional on continued service for 5 years from the delivery date, among other conditions.

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Scored from 4 of 5 sections
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Neutral
Direction inferred from the company’s description.
Scale
27993600
¥
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much38,400Shares

38,400 common shares (new shares)

4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members30,000 shares
3 of the Company's directors who are Audit & Supervisory Committee members4,400 shares
1 executive officer of the Company, excluding those concurrently serving as directors4,000 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.

¥729 per share
Total issue value

¥27,993,600

Amount of funds to be raised
Total payment of ¥27,993,600 through an in-kind contribution of monetary compensation receivables. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥27,993,600. The annual compensation limits are ¥60,000 thousand or less for eligible directors and ¥10,000 thousand or less for eligible Audit and Supervisory Committee members.
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 24 April 2026 until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company. The lifting of the restrictions is conditional on continuously holding a specified position for 5 years.
Conditions for lifting transfer restrictions
Provided that the recipient has continuously held the position of director, executive officer or another specified position at the Company for 5 years from the start date of the transfer restriction period, all transfer restrictions on the allocated shares will be lifted upon expiry of the transfer restriction period.
Reason for acquisition without consideration
If the recipient is sentenced to imprisonment or a more severe punishment, or in certain other specified circumstances, before the transfer restriction period expires, or if the recipient resigns from a specified position before 5 years have elapsed from the delivery date. Shares whose transfer restrictions have not been lifted in connection with a corporate reorganization or other event will also be acquired without consideration.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 4 / Number of allocated shares 30,000 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 4,400 shares, Category Executive officers of the Company, excluding those concurrently serving as directors / Number of Employees 1 / Number of allocated shares 4,000 shares
Intended allottee's holding policy
During the transfer restriction period, transfers, the creation of security interests and other dispositions are prohibited, and the shares will be managed in dedicated accounts.
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, which was ¥729. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 15th Annual General Meeting of Shareholders held on 25 March 2026, the compensation system for directors serving as Audit and Supervisory Committee members was approved. At the 12th Annual General Meeting of Shareholders held on 25 March 2023, the compensation system for eligible directors was approved.
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 of38,400 common shares (new shares)
Issue price and disposal price¥729 per share
Total issue value¥27,993,600
Amount of funds to be raisedTotal payment of ¥27,993,600 through an in-kind contribution of monetary compensation receivables. Estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeCategory 4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members / Number of Shares 30,000 shares, Category 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 4,400 shares, Category 1 executive officer of the Company, excluding those concurrently serving as directors / Number of Shares 4,000 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers, the creation of security interests and other dispositions are prohibited, and the shares will be managed in dedicated accounts.
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, which was ¥729. No discount or premium rate is stated.
Transfer restriction periodFrom 24 April 2026 until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company. The lifting of the restrictions is conditional on continuously holding a specified position for 5 years.
Conditions for lifting transfer restrictionsProvided that the recipient has continuously held the position of director, executive officer or another specified position at the Company for 5 years from the start date of the transfer restriction period, all transfer restrictions on the allocated shares will be lifted upon expiry of the transfer restriction period.
Reason for acquisition without considerationIf the recipient is sentenced to imprisonment or a more severe punishment, or in certain other specified circumstances, before the transfer restriction period expires, or if the recipient resigns from a specified position before 5 years have elapsed from the delivery date. Shares whose transfer restrictions have not been lifted in connection with a corporate reorganization or other event will also be acquired without consideration.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 4 / Number of allocated shares 30,000 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 4,400 shares, Category Executive officers of the Company, excluding those concurrently serving as directors / Number of Employees 1 / Number of allocated shares 4,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥27,993,600. The annual compensation limits are ¥60,000 thousand or less for eligible directors and ¥10,000 thousand or less for eligible Audit and Supervisory Committee members.
Procedures under the Corporate Code of ConductAt the 15th Annual General Meeting of Shareholders held on 25 March 2026, the compensation system for directors serving as Audit and Supervisory Committee members was approved. At the 12th Annual General Meeting of Shareholders held on 25 March 2023, the compensation system for eligible directors was approved.
Items this document does not state (13)
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 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 incentives for the sustained enhancement of corporate value over the medium to long term, strengthen commitment to business growth, and promote value sharing with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Cacco Inc. (4166) timely disclosure | Komori