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Share Issuance and Disposal4299HIMACS,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 34,800 treasury shares as restricted stock compensation to 16 directors and executive officers. The shares may not be transferred until conditions such as retirement from the relevant position are met, and the Company will acquire without consideration any shares for which the conditions are not met.

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Scale
34800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,800Shares

34,800 treasury shares

4 of the Company's directors, excluding outside directors13,800 shares
12 executive officers of the company who do not concurrently serve as directors21,000 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.

¥1,131 per share
Amount of funds to be raised

Total payment amount: ¥39,358,800 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary remuneration claims: ¥39,358,800. The annual remuneration limit for monetary remuneration claims granted to eligible directors is ¥25 million or less.
発行済株式総数

The total number of issued shares will not increase (disposal of treasury shares)

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 July 2026, the disposal date, until immediately after the recipient retires from the position of director of the Company, executive officer who does not concurrently serve as a director, audit & supervisory board member, or any equivalent position
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the designated position during the service period, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient retires due to the expiration of the term of office or another legitimate reason, the restrictions will be released immediately after retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been released when the transfer restriction period expires or when the transfer restrictions are released. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the release of the transfer restrictions.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 13,800 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 12 / Number of allocated shares 21,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 17 July 2026 until immediately after the recipient retires from the designated position.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the TSE Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,131. The discount rate and premium rate were 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 of34,800 treasury shares
Issue price and disposal price¥1,131 per share
Amount of funds to be raisedTotal payment amount: ¥39,358,800 (estimated net proceeds: Not disclosed)
Payment date17 July 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 13,800 shares, Name 12 executive officers of the company who do not concurrently serve as directors / Number of Shares 21,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 17 July 2026 until immediately after the recipient retires from the designated position.
Total number of issued sharesThe total number of issued shares will not increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the TSE Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,131. The discount rate and premium rate were Not disclosed.
Transfer restriction periodFrom 17 July 2026, the disposal date, until immediately after the recipient retires from the position of director of the Company, executive officer who does not concurrently serve as a director, audit & supervisory board member, or any equivalent position
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the designated position during the service period, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient retires due to the expiration of the term of office or another legitimate reason, the restrictions will be released immediately after retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been released when the transfer restriction period expires or when the transfer restrictions are released. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the release of the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 13,800 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 12 / Number of allocated shares 21,000 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥39,358,800. The annual remuneration limit for monetary remuneration claims granted to eligible directors is ¥25 million or less.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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.

The purpose is to provide the eligible directors and other eligible recipients with medium- to long-term incentives, share value with shareholders, and further enhance their motivation. The number of shares to be disposed of and other terms were determined after taking into consideration the purpose of the plan, the Company's operating performance, the scope of responsibilities of each eligible director and other eligible recipient, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HIMACS,Ltd. (4299) timely disclosure | Komori