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Share Issuance and Disposal4258AMIYA CorporationInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation

The Company resolved to dispose of 23,054 treasury shares to directors, executive officers, employees and others as restricted stock compensation and performance-linked stock compensation. The disposal price is ¥2,961 per share, and the payment date is 21 May 2026.

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Neutral
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23054
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked stock compensation

Who receives how much

23,054 common shares of the Company (Plan I: 10,529 shares; Plan II: 12,525 shares)

Restricted stock compensation: Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 2,546 shares
Restricted stock compensation: Executive officers of the Company5 / 1,620 shares
Restricted stock compensation: Employees of the Company35 / 6,363 shares
Performance-linked stock compensation: Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 6,618 shares
Performance-linked stock compensation: Executive officers of the Company4 / 4,726 shares
Performance-linked stock compensation: Representative directors of the Company's subsidiaries2 / 1,181 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.

¥2,961 per share
Total issue value

¥68,262,894

Amount of funds to be raised
Total payment amount: ¥68,262,894; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Plan I: ¥31,176,369 (monetary compensation receivables payable to eligible directors and employees). Plan II: ¥37,086,525 (monetary compensation receivables payable to eligible directors, employees and representative directors of eligible subsidiaries).
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 21 May 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending December 2026
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted at the end of the period, provided that the recipient has continuously held a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period. In the event of resignation or retirement for a legitimate reason, or death, the restrictions will be lifted for the number of shares corresponding to the period of service. Performance-linked stock compensation will be granted subject to service and other conditions during the evaluation period and the absence of certain misconduct, with the number of shares calculated using a performance payout ratio of 0% to 150% according to the achievement rates for consolidated net sales and consolidated operating profit.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted, the Company will automatically acquire those shares without consideration.
Categories and Number of Persons Covered
Restricted stock compensation: 3 directors of the Company, 2,546 shares; 5 executive officers of the Company, 1,620 shares; 35 employees of the Company, 6,363 shares. Performance-linked stock compensation: 3 directors of the Company, 6,618 shares; 4 executive officers of the Company, 4,726 shares; 2 representative directors of the Company's subsidiaries, 1,181 shares.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of in any way. All of the shares allocated under this arrangement will be held and maintained in a dedicated account at Mizuho Securities Co., Ltd. until the transfer restrictions are lifted.
Payment date
21 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the Board of Directors' resolution, 21 April 2026, was ¥2,961. No discount or premium rate was disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked stock compensation
Number of shares to be issued or disposed of23,054 common shares of the Company (Plan I: 10,529 shares; Plan II: 12,525 shares)
Issue price and disposal price¥2,961 per share
Total issue value¥68,262,894
Amount of funds to be raisedTotal payment amount: ¥68,262,894; estimated net proceeds: Not disclosed
Payment date21 May 2026
Intended allotteeCategory Restricted stock compensation: Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 2,546 shares, Category Restricted stock compensation: Executive officers of the Company / Number of Employees 5 / Number of Shares 1,620 shares, Category Restricted stock compensation: Employees of the Company / Number of Employees 35 / Number of Shares 6,363 shares, Category Performance-linked stock compensation: Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 6,618 shares, Category Performance-linked stock compensation: Executive officers of the Company / Number of Employees 4 / Number of Shares 4,726 shares, Category Performance-linked stock compensation: Representative directors of the Company's subsidiaries / Number of Employees 2 / Number of Shares 1,181 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of in any way. All of the shares allocated under this arrangement will be held and maintained in a dedicated account at Mizuho Securities Co., Ltd. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the Board of Directors' resolution, 21 April 2026, was ¥2,961. No discount or premium rate was disclosed.
Transfer restriction periodFrom 21 May 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending December 2026
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted at the end of the period, provided that the recipient has continuously held a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period. In the event of resignation or retirement for a legitimate reason, or death, the restrictions will be lifted for the number of shares corresponding to the period of service. Performance-linked stock compensation will be granted subject to service and other conditions during the evaluation period and the absence of certain misconduct, with the number of shares calculated using a performance payout ratio of 0% to 150% according to the achievement rates for consolidated net sales and consolidated operating profit.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted, the Company will automatically acquire those shares without consideration.
Categories and Number of Persons CoveredRestricted stock compensation: 3 directors of the Company, 2,546 shares; 5 executive officers of the Company, 1,620 shares; 35 employees of the Company, 6,363 shares. Performance-linked stock compensation: 3 directors of the Company, 6,618 shares; 4 executive officers of the Company, 4,726 shares; 2 representative directors of the Company's subsidiaries, 1,181 shares.
Total Stock-Based CompensationPlan I: ¥31,176,369 (monetary compensation receivables payable to eligible directors and employees). Plan II: ¥37,086,525 (monetary compensation receivables payable to eligible directors, employees and representative directors of eligible subsidiaries).
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioEffective dateProcedures under the Corporate Code of ConductMost 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 eligible recipients with incentives to achieve sustained growth in corporate value and promote the sharing of value with shareholders. For eligible employees, the purpose is also to foster an awareness of participating in management and to promote medium- to long-term growth in corporate value.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation | AMIYA Corporation (4258) timely disclosure | Komori