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Share Issuance and Disposal4326INTAGE 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 49,600 treasury shares by allotting them to 22 eligible recipients as restricted stock compensation. The recipients are officers of the Company and its subsidiaries, and will make in-kind contributions of monetary claims received as compensation.

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49600
Shares
Wording
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much49,600Shares

49,600 common shares of the Company (treasury shares)

Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members2 / 12,800 shares
Executive officers who do not concurrently serve as directors of the Company (excluding executive officers who have employment contracts with the Company)12 / 33,600 shares
Directors of the Company's subsidiaries who do not concurrently serve as directors or executive officers of the Company (excluding outside directors, part-time directors and persons holding regular employee status at the Company's subsidiaries)8 independent officers / 3,200 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.

¥1,944 per share
Total issue value

¥96,422,400

Amount of funds to be raised
Total monetary claims of ¥96,422,400; estimated net proceeds after deductions: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥96,422,400. The annual compensation limit for eligible directors is ¥90 million, and the annual share allotment limit for eligible directors is 50,000 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 20 November 2026 until the later of immediately after the eligible recipient retires or leaves the prescribed position at the Company or one of its subsidiaries, or immediately after the filing of the securities report or other report for the relevant fiscal year
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the restricted period, provided that the recipient continuously held the prescribed position at the Company or one of its subsidiaries throughout the service period. In the event of retirement or departure due to expiry of the term of office, death, reaching the mandatory retirement age or another legitimate reason, restrictions will be lifted on the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the Board of Directors determines that an eligible recipient has materially violated laws or regulations during the restricted period, or if another event specified in the allotment agreement occurs, all shares held will be acquired without consideration. Any shares whose restrictions have not been lifted when the restricted period ends will also be acquired without consideration.
Categories and Number of Persons Covered
2 directors of the Company (excluding outside directors and Audit & Supervisory Committee members) · 12,800 shares, 12 executive officers who do not concurrently serve as directors of the Company · 33,600 shares, 8 directors of the Company's subsidiaries (excluding outside directors, part-time directors and persons holding regular employee status) · 3,200 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited. The allotted shares will be managed in a designated account.
Payment date
20 November 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 20 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,944. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Compensation Committee.
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 of49,600 common shares of the Company (treasury shares)
Issue price and disposal price¥1,944 per share
Total issue value¥96,422,400
Amount of funds to be raisedTotal monetary claims of ¥96,422,400; estimated net proceeds after deductions: Not disclosed
Payment date20 November 2026
Intended allotteeName Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 2 / Number of Shares 12,800 shares, Name Executive officers who do not concurrently serve as directors of the Company (excluding executive officers who have employment contracts with the Company) / Number of Employees 12 / Number of Shares 33,600 shares, Name Directors of the Company's subsidiaries who do not concurrently serve as directors or executive officers of the Company (excluding outside directors, part-time directors and persons holding regular employee status at the Company's subsidiaries) / Number of Employees 8 independent officers / Number of Shares 3,200 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited. The allotted shares will be managed in a designated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 20 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,944. No discount or premium rate was stated.
Transfer restriction periodFrom 20 November 2026 until the later of immediately after the eligible recipient retires or leaves the prescribed position at the Company or one of its subsidiaries, or immediately after the filing of the securities report or other report for the relevant fiscal year
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the restricted period, provided that the recipient continuously held the prescribed position at the Company or one of its subsidiaries throughout the service period. In the event of retirement or departure due to expiry of the term of office, death, reaching the mandatory retirement age or another legitimate reason, restrictions will be lifted on the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the Board of Directors determines that an eligible recipient has materially violated laws or regulations during the restricted period, or if another event specified in the allotment agreement occurs, all shares held will be acquired without consideration. Any shares whose restrictions have not been lifted when the restricted period ends will also be acquired without consideration.
Categories and Number of Persons Covered2 directors of the Company (excluding outside directors and Audit & Supervisory Committee members) · 12,800 shares, 12 executive officers who do not concurrently serve as directors of the Company · 33,600 shares, 8 directors of the Company's subsidiaries (excluding outside directors, part-time directors and persons holding regular employee status) · 3,200 shares
Total Stock-Based CompensationTotal monetary claims: ¥96,422,400. The annual compensation limit for eligible directors is ¥90 million, and the annual share allotment limit for eligible directors is 50,000 shares.
Procedures under the Corporate Code of ConductThe matter was deliberated by the Compensation Committee.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal 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 the eligible recipients with incentives to achieve sustained growth in corporate value and promote value sharing with shareholders. The Company also seeks to further increase motivation by considering the purpose of the scheme, the Company's business performance and the scope of the responsibilities of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | INTAGE HOLDINGS Inc. (4326) timely disclosure | Komori