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Share Issuance and Disposal4442VALTES HOLDINGS CO.,LTD.Information and Communications, Services and Others

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

The Company resolved to dispose of 60,780 treasury shares as restricted stock to its directors, executive officers, directors and employees of its subsidiaries. The payment date is 23 July 2026, and the disposal price is ¥376 per share.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much60,780Shares

60,780 shares of the Company's common stock (treasury shares)

1 director of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors2,660 shares
1 of the Company's executive officers2,660 shares
1 director of a subsidiary of the Company2,660 shares
24 employees of subsidiaries of the Company52,800 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.

¥376 per share
Total issue value

¥22,853,280

Amount of funds to be raised
Total payment amount: ¥22,853,280; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims of ¥22,853,280 (monetary claims for employees)
Specific use of funds
Not applicable (as monetary compensation claims granted to the eligible persons will be contributed in kind)
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
For the eligible directors, from 23 July 2026 to 22 July 2029 (3 years). For eligible persons other than the eligible directors, the Company stated that similar agreements will be entered into, excluding the restriction period.
Conditions for lifting transfer restrictions
Provided that an eligible director continuously holds a position as either a director or employee of the Company or one of its subsidiaries throughout the restriction period, all of the shares allotted under this plan will be released from the transfer restrictions on the expiry date of the restriction period. If the eligible director loses that position due to the expiry of their term of office, death or any other reason deemed legitimate by the Company's Board of Directors, the number of shares to be released will be calculated by multiplying the number of shares allotted under this plan by the number of months of service divided by 36. In the event of a corporate reorganization or other similar event, the restrictions will also be released based on the prescribed calculation.
Reason for acquisition without consideration
Upon expiry of the restriction period, or immediately after an eligible director loses both their position as a director and their position as an employee of the Company or one of its subsidiaries during the restriction period, the Company will automatically acquire without consideration any shares allotted under this plan that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
1 director of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 2,660 shares; 1 executive officer of the Company: 2,660 shares; 1 director of a subsidiary of the Company: 2,660 shares; 24 employees of subsidiaries of the Company: 52,800 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. For the eligible directors, the restriction period is from 23 July 2026 to 22 July 2029.
Payment date
23 July 2026
Basis for determining the amount to be paid
The payment amount was based on the closing price of the Company's common stock on the Tokyo Stock Exchange of ¥376 on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate was disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock
Number of shares to be issued or disposed of60,780 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥376 per share
Total issue value¥22,853,280
Amount of funds to be raisedTotal payment amount: ¥22,853,280; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (as monetary compensation claims granted to the eligible persons will be contributed in kind)
Payment date23 July 2026
Intended allotteeName 1 director of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Shares 2,660 shares, Name 1 of the Company's executive officers / Number of Shares 2,660 shares, Name 1 director of a subsidiary of the Company / Number of Shares 2,660 shares, Name 24 employees of subsidiaries of the Company / Number of Shares 52,800 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. For the eligible directors, the restriction period is from 23 July 2026 to 22 July 2029.
Basis for determining the amount to be paidThe payment amount was based on the closing price of the Company's common stock on the Tokyo Stock Exchange of ¥376 on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate was disclosed.
Transfer restriction periodFor the eligible directors, from 23 July 2026 to 22 July 2029 (3 years). For eligible persons other than the eligible directors, the Company stated that similar agreements will be entered into, excluding the restriction period.
Conditions for lifting transfer restrictionsProvided that an eligible director continuously holds a position as either a director or employee of the Company or one of its subsidiaries throughout the restriction period, all of the shares allotted under this plan will be released from the transfer restrictions on the expiry date of the restriction period. If the eligible director loses that position due to the expiry of their term of office, death or any other reason deemed legitimate by the Company's Board of Directors, the number of shares to be released will be calculated by multiplying the number of shares allotted under this plan by the number of months of service divided by 36. In the event of a corporate reorganization or other similar event, the restrictions will also be released based on the prescribed calculation.
Reason for acquisition without considerationUpon expiry of the restriction period, or immediately after an eligible director loses both their position as a director and their position as an employee of the Company or one of its subsidiaries during the restriction period, the Company will automatically acquire without consideration any shares allotted under this plan that remain subject to the transfer restrictions.
Categories and Number of Persons Covered1 director of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 2,660 shares; 1 executive officer of the Company: 2,660 shares; 1 director of a subsidiary of the Company: 2,660 shares; 24 employees of subsidiaries of the Company: 52,800 shares
Total Stock-Based CompensationMonetary compensation claims of ¥22,853,280 (monetary claims for employees)
Items this document does not state (13)
Estimated issuance expensesDilution 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 an incentive for the sustained improvement of corporate value and shareholder value over the medium to long term and to promote the sharing of value with shareholders. The Company also considered the objectives of each plan, the Company's performance, the scope of the responsibilities of the eligible persons and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers | VALTES HOLDINGS CO.,LTD. (4442) timely disclosure | Komori