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Share Issuance and Disposal4259ExaWizards Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 49,481 treasury shares as restricted stock compensation for 9 directors, executive officers and others. The disposal price is ¥859 per share, and the payment date is 23 July 2026.

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49481
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much49,481Shares

49,481 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 24,449 shares
Executive officers of the Company's Group3 / 18,045 shares
Directors of subsidiaries of the Company3 / 6,987 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.

¥859 per share
Total issue value

¥42,504,179

Amount of funds to be raised
Total payment amount: ¥42,504,179; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥42,504,179. Total annual compensation and other payments for the eligible directors is capped at ¥120 million, and the total number of shares allotted in each fiscal year is capped at 180,000 shares.
発行済株式総数

0.06% (relative to the total number of shares issued as of 31 March 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 23 July 2026 until the date on which the allottee retires or leaves any position as a director, executive officer, employee or other position designated by the Board of Directors of the Company or its group
Conditions for lifting transfer restrictions
In principle, the allottee must continuously hold the applicable position through the first annual general meeting of shareholders, fiscal year-end or subsidiary annual general meeting of shareholders occurring after the start date of the transfer restriction period. If the allottee retires or leaves the position for a valid reason, the restrictions will be lifted in part based on the period of service.
Reason for acquisition without consideration
If an allottee retires or leaves the applicable position before the prescribed date, except where the Board of Directors recognizes a valid reason, the Company will acquire without consideration any shares for which the transfer restrictions are not lifted because the conditions for lifting them have not been met, as well as any shares whose transfer restrictions have not been lifted before the effective date of a reorganization or other similar transaction.
Categories and Number of Persons Covered
The Company’s directors (excluding outside directors): 3 people, 24,449 shares; the Company’s group executive officers: 3 people, 18,045 shares; directors of the Company’s subsidiaries: 3 people, 6,987 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
23 July 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 June 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥859. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 11th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, the total amount of compensation receivables, the upper limit on the number of shares to be allotted and other matters.
Impact on Business Performance
The dilution resulting from this disposal of treasury shares is limited to 0.06% and is considered immaterial and reasonable in light of the purpose of the plan.
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 of49,481 common shares of the Company (treasury shares)
Issue price and disposal price¥859 per share
Total issue value¥42,504,179
Amount of funds to be raisedTotal payment amount: ¥42,504,179; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 24,449 shares, Name Executive officers of the Company's Group / Number of Employees 3 / Number of Shares 18,045 shares, Name Directors of subsidiaries of the Company / Number of Employees 3 / Number of Shares 6,987 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Dilution Rate0.06% (relative to the total number of shares issued as of 31 March 2026)
Total number of issued shares87,156,500 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥859. No discount or premium was stated.
Transfer restriction periodFrom 23 July 2026 until the date on which the allottee retires or leaves any position as a director, executive officer, employee or other position designated by the Board of Directors of the Company or its group
Conditions for lifting transfer restrictionsIn principle, the allottee must continuously hold the applicable position through the first annual general meeting of shareholders, fiscal year-end or subsidiary annual general meeting of shareholders occurring after the start date of the transfer restriction period. If the allottee retires or leaves the position for a valid reason, the restrictions will be lifted in part based on the period of service.
Reason for acquisition without considerationIf an allottee retires or leaves the applicable position before the prescribed date, except where the Board of Directors recognizes a valid reason, the Company will acquire without consideration any shares for which the transfer restrictions are not lifted because the conditions for lifting them have not been met, as well as any shares whose transfer restrictions have not been lifted before the effective date of a reorganization or other similar transaction.
Categories and Number of Persons CoveredThe Company’s directors (excluding outside directors): 3 people, 24,449 shares; the Company’s group executive officers: 3 people, 18,045 shares; directors of the Company’s subsidiaries: 3 people, 6,987 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥42,504,179. Total annual compensation and other payments for the eligible directors is capped at ¥120 million, and the total number of shares allotted in each fiscal year is capped at 180,000 shares.
Procedures under the Corporate Code of ConductAt the 11th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, the total amount of compensation receivables, the upper limit on the number of shares to be allotted and other matters.
Impact on Business PerformanceThe dilution resulting from this disposal of treasury shares is limited to 0.06% and is considered immaterial and reasonable in light of the purpose of the plan.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ExaWizards Inc. (4259) timely disclosure | Komori