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Share Issuance and Disposal4317Ray CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 57,686 treasury shares to 35 directors, executive officers and others as restricted stock compensation. The recipients will make an in-kind contribution of monetary compensation claims totaling ¥29,708,290 and receive the shares at ¥515 per share.

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57686
Shares
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much57,686Shares

57,686 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)3 / 22,332 shares
Executive officers, division heads and department heads who do not concurrently serve as directors of the Company32 / 35,354 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.

¥515 per share
Total Stock-Based Compensation

Total monetary compensation claims: ¥29,708,290

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 26 June 2026 until the later of the time immediately after the recipient retires or resigns from a prescribed position or office of the Company or one of its subsidiaries, or the date on which the semi-annual securities report for the fiscal year containing the disposal date is filed
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a prescribed position or office of the Company or one of its subsidiaries throughout the service period, all of the shares allotted under this arrangement will be released from the restrictions when the restricted period expires. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement or other legitimate reasons, the restrictions will be released immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the recipient violates any law or regulation during the restricted period or becomes subject to any other specified event set forth in the restricted stock allotment agreement, the Company will acquire all of the allotted shares held by the recipient without consideration. The Company will also acquire without consideration any shares that remain subject to the restrictions when the restricted period expires or when the restrictions are released.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 22,332 shares, Category Executive officers, division heads and department heads who do not concurrently serve as directors of the Company / Number of Employees 32 / Number of allocated shares 35,354 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥515. No discount or premium was stated.
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 of57,686 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥515 per share
Payment date26 June 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 22,332 shares, Category Executive officers, division heads and department heads who do not concurrently serve as directors of the Company / Number of Employees 32 / Number of Shares 35,354 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥515. No discount or premium was stated.
Transfer restriction periodFrom 26 June 2026 until the later of the time immediately after the recipient retires or resigns from a prescribed position or office of the Company or one of its subsidiaries, or the date on which the semi-annual securities report for the fiscal year containing the disposal date is filed
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a prescribed position or office of the Company or one of its subsidiaries throughout the service period, all of the shares allotted under this arrangement will be released from the restrictions when the restricted period expires. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement or other legitimate reasons, the restrictions will be released immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the recipient violates any law or regulation during the restricted period or becomes subject to any other specified event set forth in the restricted stock allotment agreement, the Company will acquire all of the allotted shares held by the recipient without consideration. The Company will also acquire without consideration any shares that remain subject to the restrictions when the restricted period expires or when the restrictions are released.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 22,332 shares, Category Executive officers, division heads and department heads who do not concurrently serve as directors of the Company / Number of Employees 32 / Number of allocated shares 35,354 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥29,708,290
Items this document does not state (16)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

To provide the eligible directors and others with an incentive to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders. The Company also took into consideration its business performance, the scope of responsibilities of each eligible director and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Ray Corporation (4317) timely disclosure | Komori