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Share Issuance and Disposal4420eSOL Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will dispose of 19,438 treasury shares as restricted stock compensation to 8 directors and executive officers of the Company and directors of its subsidiary. The transfer restriction period will be 50 years, from 24 April 2026 to 23 April 2076.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,438Shares

19,438 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 12,960 shares
The Company's executive officers who do not concurrently serve as directors3 / 5,553 shares
Directors of the Company's subsidiary1 / 925 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.

¥540 per share
Total issue value

¥10,496,520

Amount of funds to be raised
Total subscription proceeds of ¥10,496,520; estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥10,496,520. The annual limit for monetary compensation for eligible directors is ¥40,000 thousand or less.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

As this is a disposal of treasury shares, there will be no increase in the total number of issued shares, and the dilution rate is Not disclosed

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
From 24 April 2026 to 23 April 2076 (50 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held a designated position or other eligible position at the Company or one of its subsidiaries during the period. In the event of retirement upon expiration of a term of office, mandatory retirement, or other retirement or resignation for a legitimate reason, the restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors. In the event of a reorganization or similar event, the restrictions will be lifted for the number of shares corresponding to the period of service and other relevant factors.
Reason for acquisition without consideration
At the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors of the Company, excluding directors serving as Audit and Supervisory Committee members and outside directors, 12,960 shares; 3 executive officers who do not concurrently serve as directors of the Company, 5,553 shares; 1 director of the Company's subsidiary, 925 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account. Unless certain specified events occur, the transfer restrictions will be lifted when the transfer restriction period expires.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 26 March 2026 was ¥540. The calculation is based on the closing price on the business day preceding the date of the Board of Directors' resolution; the discount or premium rate 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 of19,438 treasury shares
Issue price and disposal price¥540 per share
Total issue value¥10,496,520
Amount of funds to be raisedTotal subscription proceeds of ¥10,496,520; estimated net proceeds are Not disclosed
Payment date24 April 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 12,960 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of Shares 5,553 shares, Category Directors of the Company's subsidiary / Number of Employees 1 / Number of Shares 925 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account. Unless certain specified events occur, the transfer restrictions will be lifted when the transfer restriction period expires.
Dilution RateAs this is a disposal of treasury shares, there will be no increase in the total number of issued shares, and the dilution rate is Not disclosed
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 26 March 2026 was ¥540. The calculation is based on the closing price on the business day preceding the date of the Board of Directors' resolution; the discount or premium rate is Not disclosed.
Transfer restriction periodFrom 24 April 2026 to 23 April 2076 (50 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held a designated position or other eligible position at the Company or one of its subsidiaries during the period. In the event of retirement upon expiration of a term of office, mandatory retirement, or other retirement or resignation for a legitimate reason, the restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors. In the event of a reorganization or similar event, the restrictions will be lifted for the number of shares corresponding to the period of service and other relevant factors.
Reason for acquisition without considerationAt the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered4 directors of the Company, excluding directors serving as Audit and Supervisory Committee members and outside directors, 12,960 shares; 3 executive officers who do not concurrently serve as directors of the Company, 5,553 shares; 1 director of the Company's subsidiary, 925 shares
Total Stock-Based CompensationTotal monetary claims of ¥10,496,520. The annual limit for monetary compensation for eligible directors is ¥40,000 thousand or less.
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 further enhance the motivation of each eligible director and other eligible recipient, taking into consideration the purpose of this system and related matters, the Company's business performance, the scope of responsibilities of each eligible director and other eligible recipient, and other relevant circumstances. The purpose is also to achieve the sharing of shareholder value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | eSOL Co.,Ltd. (4420) timely disclosure | Komori