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Share Issuance and Disposal4417Global Security Experts Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of a total of 14,594 treasury shares as restricted stock compensation for 7 directors, excluding outside directors, comprising service-continuity-based and performance-linked restricted stock. The disposal price is ¥4,425 per share, for a total disposal value of ¥64,578,450.

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14594
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Service-continuity-based restricted stock 8,513 shares / Performance-linked restricted shares 6,081 shares / Total 14,594 shares

7 directors of the Company (excluding outside directors)8,513 shares (service-continuity-based)
7 directors of the Company (excluding outside directors)6,081 shares (performance-linked)

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.

¥4,425 per share
Total issue value

Service-continuity-based: ¥37,670,025; performance-linked: ¥26,908,425; total: ¥64,578,450

Total Stock-Based Compensation
¥64,578,450 equivalent in monetary compensation receivables (service-continuity-based: ¥37,670,025; performance-linked: ¥26,908,425)
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
Service-continuity-based: from 7 August 2026 until the individual ceases to hold any position as a director, audit & supervisory board member, executive officer, corporate officer or employee of the Company or any of its subsidiaries. Performance-linked: from 7 August 2026 to 6 August 2029.
Conditions for lifting transfer restrictions
Service-continuity-based: the individual must continuously hold a specified position throughout the restriction period. Performance-linked: the individual must continuously hold a specified position, and operating income for each fiscal year from the fiscal year ending March 2027 through the fiscal year ending March 2029 must be at least the amount specified by the Board of Directors based on the medium-term management plan. The restrictions will be lifted in whole or in part according to the degree of achievement.
Reason for acquisition without consideration
If the individual ceases to hold any position as a director, audit & supervisory board member, executive officer, corporate officer or employee of the Company or any of its subsidiaries, except in certain cases, the Company will acquire all or part of the shares without consideration, to the extent reasonably deemed appropriate by resolution of the Board of Directors after taking into account the specific circumstances, including the reason for the departure. Shares for which the restrictions are not lifted in connection with a corporate reorganization or other similar event will also be acquired without consideration.
Categories and Number of Persons Covered
7 directors of the Company, excluding outside directors: 8,513 service-based shares; 6,081 performance-linked shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 16 July 2026, ¥4,425. No discount or premium.
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 ofService-continuity-based restricted stock 8,513 shares / Performance-linked restricted shares 6,081 shares / Total 14,594 shares
Issue price and disposal price¥4,425 per share
Total issue valueService-continuity-based: ¥37,670,025; performance-linked: ¥26,908,425; total: ¥64,578,450
Payment date7 August 2026
Intended allotteeCategory 7 directors of the Company (excluding outside directors) / Number of shares 8,513 shares (service-continuity-based), Category 7 directors of the Company (excluding outside directors) / Number of shares 6,081 shares (performance-linked)
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 16 July 2026, ¥4,425. No discount or premium.
Transfer restriction periodService-continuity-based: from 7 August 2026 until the individual ceases to hold any position as a director, audit & supervisory board member, executive officer, corporate officer or employee of the Company or any of its subsidiaries. Performance-linked: from 7 August 2026 to 6 August 2029.
Conditions for lifting transfer restrictionsService-continuity-based: the individual must continuously hold a specified position throughout the restriction period. Performance-linked: the individual must continuously hold a specified position, and operating income for each fiscal year from the fiscal year ending March 2027 through the fiscal year ending March 2029 must be at least the amount specified by the Board of Directors based on the medium-term management plan. The restrictions will be lifted in whole or in part according to the degree of achievement.
Reason for acquisition without considerationIf the individual ceases to hold any position as a director, audit & supervisory board member, executive officer, corporate officer or employee of the Company or any of its subsidiaries, except in certain cases, the Company will acquire all or part of the shares without consideration, to the extent reasonably deemed appropriate by resolution of the Board of Directors after taking into account the specific circumstances, including the reason for the departure. Shares for which the restrictions are not lifted in connection with a corporate reorganization or other similar event will also be acquired without consideration.
Categories and Number of Persons Covered7 directors of the Company, excluding outside directors: 8,513 service-based shares; 6,081 performance-linked shares
Total Stock-Based Compensation¥64,578,450 equivalent in monetary compensation receivables (service-continuity-based: ¥37,670,025; performance-linked: ¥26,908,425)
Items this document does not state (15)
Amount 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 directors with incentives to achieve sustained growth in corporate value and expand business performance, strengthen their commitment to business growth, and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Global Security Experts Inc. (4417) timely disclosure | Komori