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Share Issuance and Disposal431AuSonar Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

It was resolved to dispose of 38,601 treasury shares as restricted stock compensation for directors, executive officers and employees. The disposal price is ¥1,950 per share, and the payment date is 15 May 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much38,601Shares

38,601 shares of the Company's common stock (treasury shares)

Directors (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 12,428 shares
Executive officers21 / 24,142 shares
Employees5 / 2,031 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.

¥1,950 per share
Total issue value

¥75,271,950

Amount of funds to be raised
Total payment amount of ¥75,271,950; estimated net proceeds Not disclosed (no cash is raised by the Company because the transaction is conducted through an in-kind contribution)
Total Stock-Based Compensation
Aggregate monetary compensation claims of ¥75,271,950
発行済株式総数

Because this is solely a disposal of treasury shares, the total number of shares issued will not increase

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 15 May 2026 (the allotment date) until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director or executive officer of the Company or any of its subsidiaries from 15 May 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending December 2026. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed justifiable by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without consideration
At the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors, 12,428 shares; 21 executive officers, 24,142 shares; 5 employees, 2,031 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
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 14 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,950. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 36th Annual General Meeting of Shareholders held on 24 March 2026, approval was obtained for a compensation plan providing for up to 80,000 shares per year and a total annual share value of up to ¥300 million.
Impact on Business Performance
The impact on business performance 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 of38,601 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,950 per share
Total issue value¥75,271,950
Amount of funds to be raisedTotal payment amount of ¥75,271,950; estimated net proceeds Not disclosed (no cash is raised by the Company because the transaction is conducted through an in-kind contribution)
Payment date15 May 2026
Intended allotteeName Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 12,428 shares, Name Executive officers / Number of Employees 21 / Number of Shares 24,142 shares, Name Employees / Number of Employees 5 / Number of Shares 2,031 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Total number of issued sharesBecause this is solely a disposal of treasury shares, the total number of shares issued will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 14 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,950. No discount or premium was applied.
Transfer restriction periodFrom 15 May 2026 (the allotment date) until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director or executive officer of the Company or any of its subsidiaries from 15 May 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending December 2026. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed justifiable by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without considerationAt the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered5 directors, 12,428 shares; 21 executive officers, 24,142 shares; 5 employees, 2,031 shares
Total Stock-Based CompensationAggregate monetary compensation claims of ¥75,271,950
Procedures under the Corporate Code of ConductAt the 36th Annual General Meeting of Shareholders held on 24 March 2026, approval was obtained for a compensation plan providing for up to 80,000 shares per year and a total annual share value of up to ¥300 million.
Impact on Business PerformanceThe impact on business performance is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 provide the eligible recipients with an incentive to pursue sustained growth in corporate value and to promote the sharing of value between the directors and shareholders. The purpose of the plan, the Company's performance and the scope of responsibilities of each eligible recipient were also taken into consideration.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | uSonar Co.,Ltd. (431A) timely disclosure | Komori