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Share Issuance and Disposal4382HEROZ,Inc.Information and Communications, Services and Others

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

The Company has resolved to issue 67,395 common shares to its directors, executive officers, employees and employees of its subsidiaries as restricted stock compensation. The transfer restrictions will remain in place until the relevant director or other officer resigns or retires, and until 17 September 2029 for employees and other eligible recipients.

Worth reading
57In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.44
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much67,395Shares

67,395 common shares of the Company (new shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 24,360 shares
The Company's executive officers3 / 10,149 shares
Employees of the Company38 / 21,112 shares
Employees of the Company’s subsidiaries24 / 11,774 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.

¥739 per share
Total issue value

¥49,804,905

Amount of funds to be raised
Total payment amount: ¥49,804,905. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥49,804,905. The total amount of monetary compensation receivables for the eligible directors is capped at ¥35 million per year.
Existing Shares and Increase
+0.44%Rate of increase
15,206,964 shares15,274,359Shares

0.44% (ratio against the total number of issued shares as of 19 August 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
Restricted Stock I: From 18 September 2026 until the date on which Allocated Person I ceases to serve as, or leaves employment as, a director, executive officer or employee of the Company. Restricted Stock II: From 18 September 2026 through 17 September 2029.
Conditions for lifting transfer restrictions
For Restricted Stock I, the recipient must continuously hold one of the positions of director, executive officer or employee of the Company until the date of the first annual general meeting of shareholders to be held thereafter. For Restricted Stock II, the recipient must continuously hold one of the positions of director, executive officer or employee of the Company or one of its subsidiaries until the date of the Company’s 21st annual general meeting of shareholders, scheduled for July 2029. In the event of resignation or retirement for a valid reason, the restrictions will be lifted immediately thereafter.
Reason for acquisition without consideration
If, after the commencement of the transfer restriction period and before the day preceding the date of the specified annual general meeting of shareholders, the recipient ceases to serve or leaves employment in the applicable position, unless the Board of Directors recognizes a valid reason. The Company will also acquire without consideration any shares whose restrictions have not been lifted when the transfer restriction period expires, and any shares whose restrictions have not been lifted on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 Company directors, 24,360 shares; 3 Company executive officers, 10,149 shares; 38 Company employees, 21,112 shares; 24 employees of the Company’s subsidiaries, 11,774 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, granted as security by way of a transfer, gifted inter vivos, bequeathed or otherwise disposed of, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
18 September 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 19 August 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥739. No discount or premium.
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 of67,395 common shares of the Company (new shares)
Issue price and disposal price¥739 per share
Total issue value¥49,804,905
Amount of funds to be raisedTotal payment amount: ¥49,804,905. Estimated net proceeds: Not disclosed
Payment date18 September 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 24,360 shares, Name The Company's executive officers / Number of Employees 3 / Number of Shares 10,149 shares, Name Employees of the Company / Number of Employees 38 / Number of Shares 21,112 shares, Name Employees of the Company’s subsidiaries / Number of Employees 24 / Number of Shares 11,774 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, granted as security by way of a transfer, gifted inter vivos, bequeathed or otherwise disposed of, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Dilution Rate0.44% (ratio against the total number of issued shares as of 19 August 2026)
Total number of issued shares15,206,964 shares → 15,274,359 shares(0.44%)
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 19 August 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥739. No discount or premium.
Transfer restriction periodRestricted Stock I: From 18 September 2026 until the date on which Allocated Person I ceases to serve as, or leaves employment as, a director, executive officer or employee of the Company. Restricted Stock II: From 18 September 2026 through 17 September 2029.
Conditions for lifting transfer restrictionsFor Restricted Stock I, the recipient must continuously hold one of the positions of director, executive officer or employee of the Company until the date of the first annual general meeting of shareholders to be held thereafter. For Restricted Stock II, the recipient must continuously hold one of the positions of director, executive officer or employee of the Company or one of its subsidiaries until the date of the Company’s 21st annual general meeting of shareholders, scheduled for July 2029. In the event of resignation or retirement for a valid reason, the restrictions will be lifted immediately thereafter.
Reason for acquisition without considerationIf, after the commencement of the transfer restriction period and before the day preceding the date of the specified annual general meeting of shareholders, the recipient ceases to serve or leaves employment in the applicable position, unless the Board of Directors recognizes a valid reason. The Company will also acquire without consideration any shares whose restrictions have not been lifted when the transfer restriction period expires, and any shares whose restrictions have not been lifted on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 Company directors, 24,360 shares; 3 Company executive officers, 10,149 shares; 38 Company employees, 21,112 shares; 24 employees of the Company’s subsidiaries, 11,774 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥49,804,905. The total amount of monetary compensation receivables for the eligible directors is capped at ¥35 million per year.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 share with shareholders the benefits and risks of fluctuations in the share price and increase recipients’ motivation to contribute to share price appreciation and the enhancement of corporate value. The Company explains that the 0.44% dilution is minor and reasonable in light of the purpose of this issuance.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | HEROZ,Inc. (4382) timely disclosure | Komori