Komori
Share Issuance and Disposal4375Safie Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company will issue 75,936 common shares subject to transfer restrictions to 64 directors, executive officers and employees, with monetary compensation receivables contributed in kind. The transfer restriction period will run for 4 years, from 10 April 2026 through 9 April 2030.

Worth reading
60In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
75936
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much75,936Shares

75,936 common shares of the Company (new shares)

4 of the Company's directors, excluding directors who are Audit & Supervisory Committee members26,880 shares
7 of the Company's executive officers9,408 shares
53 employees of the company39,648 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.

¥744 per share
Total issue value

¥56,496,384

Amount of funds to be raised
Total amount paid in: ¥56,496,384; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥56,496,384. The annual compensation limit for directors is ¥50 million or less, of which compensation for outside directors is ¥10 million or less.
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
10 April 2026 to 9 April 2030 (4 years)
Conditions for lifting transfer restrictions
Provided that the holder remains continuously in any position as a director, executive officer or employee of the Company or an affiliated company through the date of the first annual general meeting of shareholders held after 10 April 2026, the transfer restrictions will be lifted for all of the allocated shares held by the holder at the end of the restriction period. In the event of departure from office or retirement for a valid reason, the restrictions will be lifted for part of the shares based on the number of months from April 2026 through the month including the date of departure or retirement, divided by 12.
Reason for acquisition without consideration
If, between the commencement date of this transfer restriction period and the day before the date of the first annual general meeting of shareholders held after that date, the holder departs from office or retires from all positions as a director, executive officer or employee of the Company or an affiliated company without a valid reason. If any shares remain subject to transfer restrictions at the end of the restriction period. If any shares remain subject to transfer restrictions as of the business day immediately preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered
Category Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 26,880 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 9,408 shares, Category Employees / Number of Employees 53 / Number of allocated shares 39,648 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
10 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026 was ¥744. This was the closing price on the business day immediately preceding the pricing date, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 12th annual general meeting of shareholders held on 26 March 2026, approval was obtained for the introduction of the restricted stock compensation plan and the total amount of compensation receivables, the maximum number of shares and other matters.
Impact on Business Performance
No disclosure has been made regarding the impact on financial results: Not disclosed
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 of75,936 common shares of the Company (new shares)
Issue price and disposal price¥744 per share
Total issue value¥56,496,384
Amount of funds to be raisedTotal amount paid in: ¥56,496,384; estimated net proceeds: Not disclosed
Payment date10 April 2026
Intended allotteeCategory 4 of the Company's directors, excluding directors who are Audit & Supervisory Committee members / Number of Shares 26,880 shares, Category 7 of the Company's executive officers / Number of Shares 9,408 shares, Category 53 employees of the company / Number of Shares 39,648 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026 was ¥744. This was the closing price on the business day immediately preceding the pricing date, with no discount or premium.
Transfer restriction period10 April 2026 to 9 April 2030 (4 years)
Conditions for lifting transfer restrictionsProvided that the holder remains continuously in any position as a director, executive officer or employee of the Company or an affiliated company through the date of the first annual general meeting of shareholders held after 10 April 2026, the transfer restrictions will be lifted for all of the allocated shares held by the holder at the end of the restriction period. In the event of departure from office or retirement for a valid reason, the restrictions will be lifted for part of the shares based on the number of months from April 2026 through the month including the date of departure or retirement, divided by 12.
Reason for acquisition without considerationIf, between the commencement date of this transfer restriction period and the day before the date of the first annual general meeting of shareholders held after that date, the holder departs from office or retires from all positions as a director, executive officer or employee of the Company or an affiliated company without a valid reason. If any shares remain subject to transfer restrictions at the end of the restriction period. If any shares remain subject to transfer restrictions as of the business day immediately preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons CoveredCategory Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 26,880 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 9,408 shares, Category Employees / Number of Employees 53 / Number of allocated shares 39,648 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥56,496,384. The annual compensation limit for directors is ¥50 million or less, of which compensation for outside directors is ¥10 million or less.
Procedures under the Corporate Code of ConductAt the 12th annual general meeting of shareholders held on 26 March 2026, approval was obtained for the introduction of the restricted stock compensation plan and the total amount of compensation receivables, the maximum number of shares and other matters.
Impact on Business PerformanceNo disclosure has been made regarding the impact on financial results: Not disclosed
Items this document does not state (12)
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 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 enable the allottees to share with shareholders both the benefits and risks of fluctuations in the share price, thereby enhancing their motivation to contribute to an increase in the share price and corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Safie Inc. (4375) timely disclosure | Komori