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Share Issuance and Disposal4429Ricksoft Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors

The Company resolved to dispose of 12,398 treasury shares to 2 directors at no cost as restricted stock. The shares will be subject to restrictions on transfer and other dispositions for a specified period, including while the recipients remain directors.

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12398
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 much12,398Shares

12,398 shares of the Company's common stock (treasury shares)

2 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 12,398 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥742 per share
Total issue value

¥9,199,316

Amount of funds to be raised
Total payment amount: Not applicable (free-of-charge allotment method). Approximate net proceeds: Not applicable
Total Stock-Based Compensation
Up to ¥23.75 million per year, separately from the existing compensation framework, combining the free-of-charge allotment method and the in-kind contribution method
発行済株式総数

No increase (disposal of treasury shares)

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 26 June 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
All of the allotted shares will be released from the transfer restrictions upon expiration of the restriction period, provided that the recipient continuously holds the position of director of the Company from 26 June 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending February 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or any other reason deemed legitimate by the Company's Board of Directors, the restrictions will be released for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
2 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 12,398 shares
Intended allottee's holding policy
From 26 June 2026 until the date on which the recipient ceases to hold the position of director of the Company, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was adopted as the fair value at ¥742 per share. No discount or premium rate is 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 of12,398 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥742 per share
Total issue value¥9,199,316
Amount of funds to be raisedTotal payment amount: Not applicable (free-of-charge allotment method). Approximate net proceeds: Not applicable
Intended allottee2 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 12,398 shares
Intended allottee's holding policyFrom 26 June 2026 until the date on which the recipient ceases to hold the position of director of the Company, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase (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 on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was adopted as the fair value at ¥742 per share. No discount or premium rate is disclosed.
Transfer restriction periodFrom 26 June 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsAll of the allotted shares will be released from the transfer restrictions upon expiration of the restriction period, provided that the recipient continuously holds the position of director of the Company from 26 June 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending February 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or any other reason deemed legitimate by the Company's Board of Directors, the restrictions will be released for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered2 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 12,398 shares
Total Stock-Based CompensationUp to ¥23.75 million per year, separately from the existing compensation framework, combining the free-of-charge allotment method and the in-kind contribution method
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsPayment dateExercise 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 an incentive to sustainably enhance corporate value and promote the sharing of value with shareholders.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors | Ricksoft Co.,Ltd. (4429) timely disclosure | Komori