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Share Issuance and Disposal4255THECOO Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of New Shares as Restricted Stock Compensation for Directors

It was resolved to issue 10,000 restricted stock shares to 6 directors, with monetary compensation claims totaling ¥19,620,000 contributed in kind. The shares will be subject to transfer restrictions from 24 April 2026 through 23 April 2029.

Worth reading
54Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
10000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much10,000Shares

10,000 common shares (new shares)

6 directors10,000 shares

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

¥1,962 per share
Total issue value

¥19,620,000

Amount of funds to be raised
Total amount paid in: ¥19,620,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥19,620,000 (the compensation limit under the plan is ¥30 million per year, of which the portion for outside directors is limited to ¥6 million per year)
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 through 23 April 2029 (approximately 3 years)
Conditions for lifting transfer restrictions
The eligible director must continuously hold a position as either a director or employee of the Company or one of its subsidiaries throughout the service provision period, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year. In the event of retirement or resignation due to death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be partially released in proportion to the number of months in office. In the event of a corporate reorganization or other similar event, the restrictions will also be released at a specified rate.
Reason for acquisition without consideration
Upon expiry of the transfer restriction period, or on the day following the date on which an eligible director retires or resigns from both a director and employee position with the Company and its subsidiaries before the end of the service provision period, the Company will acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
6 directors; 10,000 shares
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 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,962. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 11th Annual General Meeting of Shareholders held on 26 March 2025, approval was obtained for the plan, the transfer restriction period, the number of shares to be issued and the compensation limit.
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 of10,000 common shares (new shares)
Issue price and disposal price¥1,962 per share
Total issue value¥19,620,000
Amount of funds to be raisedTotal amount paid in: ¥19,620,000; estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeCategory 6 directors / Number of Shares 10,000 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,962. No discount or premium applies.
Transfer restriction periodFrom 24 April 2026 through 23 April 2029 (approximately 3 years)
Conditions for lifting transfer restrictionsThe eligible director must continuously hold a position as either a director or employee of the Company or one of its subsidiaries throughout the service provision period, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year. In the event of retirement or resignation due to death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be partially released in proportion to the number of months in office. In the event of a corporate reorganization or other similar event, the restrictions will also be released at a specified rate.
Reason for acquisition without considerationUpon expiry of the transfer restriction period, or on the day following the date on which an eligible director retires or resigns from both a director and employee position with the Company and its subsidiaries before the end of the service provision period, the Company will acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered6 directors; 10,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥19,620,000 (the compensation limit under the plan is ¥30 million per year, of which the portion for outside directors is limited to ¥6 million per year)
Procedures under the Corporate Code of ConductAt the 11th Annual General Meeting of Shareholders held on 26 March 2025, approval was obtained for the plan, the transfer restriction period, the number of shares to be issued and the compensation limit.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution 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 directors with an incentive to achieve sustained growth in the Company's corporate value and to further promote value sharing with shareholders. The Company also considered the purpose of the plan, the scope of responsibilities of each eligible director and other relevant factors.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Issuance of New Shares as Restricted Stock Compensation for Directors | THECOO Inc. (4255) timely disclosure | Komori