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Share Issuance and Disposal4290Prestige International Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 117,000 new shares subject to transfer restrictions to 7 directors, executive officers and others in exchange for in-kind contributions of monetary compensation claims. The transfer restrictions will generally remain in place until the recipients leave their positions or retire.

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63In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
117000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much117,000Shares

117,000 shares of the Company's common stock (new shares)

2 directors of the Company (excluding outside directors)110,300 shares
5 executive officers of the Company and directors of the Company's subsidiaries (excluding outside directors)6,700 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.

¥674 per share
Total issue value

¥78,858,000

Amount of funds to be raised
Total payment amount of ¥78,858,000; estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥78,858,000
発行済株式総数

0.09%

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 17 August 2026 until the date on which the recipient leaves a position as an officer or other equivalent position of the Company or a subsidiary, or retires as an employee
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, audit & supervisory board member, full-time adviser or executive officer of the Company or a subsidiary throughout the service period, all of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient leaves the position due to death, expiration of the term of office or any other reason deemed legitimate by the Board of Directors, a portion of the restrictions will be released in proportion to the period of service.
Reason for acquisition without consideration
At the end of the restricted period, the company will acquire without consideration any of the allocated shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
2 directors of the Company: 110,300 shares; 5 executive officers of the Company and directors of the Company's subsidiaries: 6,700 shares (excluding outside directors)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
17 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥674. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Approval was obtained at the 35th Annual General Meeting of Shareholders held on 24 June 2021 for the grant of restricted stock under this plan.
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 of117,000 shares of the Company's common stock (new shares)
Issue price and disposal price¥674 per share
Total issue value¥78,858,000
Amount of funds to be raisedTotal payment amount of ¥78,858,000; estimated net proceeds are Not disclosed
Payment date17 August 2026
Intended allotteeName 2 directors of the Company (excluding outside directors) / Number of Shares 110,300 shares, Name 5 executive officers of the Company and directors of the Company's subsidiaries (excluding outside directors) / Number of Shares 6,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution Rate0.09%
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥674. No discount or premium applies.
Transfer restriction periodFrom 17 August 2026 until the date on which the recipient leaves a position as an officer or other equivalent position of the Company or a subsidiary, or retires as an employee
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, audit & supervisory board member, full-time adviser or executive officer of the Company or a subsidiary throughout the service period, all of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient leaves the position due to death, expiration of the term of office or any other reason deemed legitimate by the Board of Directors, a portion of the restrictions will be released in proportion to the period of service.
Reason for acquisition without considerationAt the end of the restricted period, the company will acquire without consideration any of the allocated shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered2 directors of the Company: 110,300 shares; 5 executive officers of the Company and directors of the Company's subsidiaries: 6,700 shares (excluding outside directors)
Total Stock-Based CompensationTotal monetary compensation claims: ¥78,858,000
Procedures under the Corporate Code of ConductApproval was obtained at the 35th Annual General Meeting of Shareholders held on 24 June 2021 for the grant of restricted stock under this plan.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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 sustainable enhancement of corporate and shareholder value over the medium to long term, and to further promote value sharing with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Prestige International Inc. (4290) timely disclosure | Komori