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Share Issuance and Disposal4286CL Holdings Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,960 treasury shares as restricted stock compensation for 18 directors and executive officers. Payment will be made through an in-kind contribution of monetary compensation receivables and does not constitute an ordinary financing transaction.

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48Recurring
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Direction
Neutral
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Scale
12960
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,960Shares

12,960 shares of the Company's common stock (treasury shares)

The Company's directors (excluding outside directors and others)2 / 5,070 shares
Executive officers of the Company and its subsidiaries (mandate-based and employment-based)16 / 7,890 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.

¥1,139 per share
Total issue value

¥14,761,440

Amount of funds to be raised
Total payment amount: ¥14,761,440; estimated net proceeds: Not disclosed (all monetary compensation receivables held by the recipients will be contributed in kind)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥14,761,440. The annual compensation limit for the recipient directors is ¥50,000 thousand or less.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares only)

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
Type under which transfer restrictions are lifted upon retirement: from the payment date until the date of retirement. Type requiring continued service for a specified period: until the date on which 2 years have elapsed from the payment date.
Conditions for lifting transfer restrictions
For the type under which transfer restrictions are lifted upon retirement, the restrictions will be lifted upon retirement. However, retirement will not be deemed to have occurred if the recipient is appointed or reappointed, simultaneously with retirement, as a director, audit & supervisory board member, executive officer, or employee of the Company Group. For the type requiring continued service for a specified period, the restrictions will be lifted after 2 years have elapsed. In the event of a reorganization or similar transaction, the restrictions may be lifted as of the time immediately preceding the business day before the effective date.
Reason for acquisition without consideration
If, at any time before the date on which 1 year has elapsed from the payment date, a recipient retires from all positions as a director, audit & supervisory board member, executive officer, or employee of the Company Group, except for cases involving justifiable reasons or other exceptions, the Company will acquire the relevant allocated shares without consideration at the time of retirement. In the event of retirement due to death, the Company will acquire without consideration the remaining shares after deducting the number of shares corresponding to the recipient's period of service.
Categories and Number of Persons Covered
2 directors of the Company (excluding outside directors and others), 5,070 shares; 16 executive officers of the Company and its subsidiaries (mandate-based and employment-based), 7,890 shares
Intended allottee's holding policy
For the type under which transfer restrictions are lifted upon retirement, the shares may not be transferred, pledged, or otherwise disposed of from the payment date until the recipient's retirement. For the type requiring continued service for a specified period, these restrictions apply until the date on which 2 years have elapsed from the payment date.
Payment date
15 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 27 April 2026, was ¥1,139. No discount or premium was stated.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
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 of12,960 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,139 per share
Total issue value¥14,761,440
Amount of funds to be raisedTotal payment amount: ¥14,761,440; estimated net proceeds: Not disclosed (all monetary compensation receivables held by the recipients will be contributed in kind)
Payment date15 May 2026
Intended allotteeCategory The Company's directors (excluding outside directors and others) / Number of Employees 2 / Number of Shares 5,070 shares, Category Executive officers of the Company and its subsidiaries (mandate-based and employment-based) / Number of Employees 16 / Number of Shares 7,890 shares
Intended allottee's holding policyFor the type under which transfer restrictions are lifted upon retirement, the shares may not be transferred, pledged, or otherwise disposed of from the payment date until the recipient's retirement. For the type requiring continued service for a specified period, these restrictions apply until the date on which 2 years have elapsed from the payment date.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 27 April 2026, was ¥1,139. No discount or premium was stated.
Transfer restriction periodType under which transfer restrictions are lifted upon retirement: from the payment date until the date of retirement. Type requiring continued service for a specified period: until the date on which 2 years have elapsed from the payment date.
Conditions for lifting transfer restrictionsFor the type under which transfer restrictions are lifted upon retirement, the restrictions will be lifted upon retirement. However, retirement will not be deemed to have occurred if the recipient is appointed or reappointed, simultaneously with retirement, as a director, audit & supervisory board member, executive officer, or employee of the Company Group. For the type requiring continued service for a specified period, the restrictions will be lifted after 2 years have elapsed. In the event of a reorganization or similar transaction, the restrictions may be lifted as of the time immediately preceding the business day before the effective date.
Reason for acquisition without considerationIf, at any time before the date on which 1 year has elapsed from the payment date, a recipient retires from all positions as a director, audit & supervisory board member, executive officer, or employee of the Company Group, except for cases involving justifiable reasons or other exceptions, the Company will acquire the relevant allocated shares without consideration at the time of retirement. In the event of retirement due to death, the Company will acquire without consideration the remaining shares after deducting the number of shares corresponding to the recipient's period of service.
Categories and Number of Persons Covered2 directors of the Company (excluding outside directors and others), 5,070 shares; 16 executive officers of the Company and its subsidiaries (mandate-based and employment-based), 7,890 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥14,761,440. The annual compensation limit for the recipient directors is ¥50,000 thousand or less.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 incentives for the sustained enhancement of corporate value, promote initiatives aimed at improving corporate value over the medium to long term, and advance value sharing with shareholders. The Company also took into consideration its business performance and the scope of responsibilities of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CL Holdings Inc. (4286) timely disclosure | Komori