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Share Issuance and Disposal4448kubell Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation for Officers and Employees

The Board of Directors resolved to issue 201,089 common shares as restricted stock compensation to 8 directors and 7 employees. The shares will be subject to transfer restrictions for a specified period, subject to conditions including the individual's retirement or resignation.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much201,089Shares

201,089 common shares

8 directors of the Company, including outside directors and directors who are Audit and Supervisory Committee members83,938 shares
7 employees of the Company117,151 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.

¥274 per share
Total issue value

¥55,098,386

Amount of funds to be raised
Total payment amount: ¥55,098,386; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥55,098,386
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
Class I shares: from 24 April 2026 until the date on which the holder retires as a director of the Company. Class II shares: from 24 April 2026 until the date on which the holder ceases to be an employee of the Company or its subsidiaries.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the directors have continuously served in the relevant director position and the employees have continuously held the relevant employee position for the prescribed service period. If a director retires or an employee resigns for a valid reason, the number of shares for which the transfer restrictions are lifted will be reasonably adjusted.
Reason for acquisition without consideration
If a holder retires as a director or resigns as an employee without a valid reason before the end of the service period, the Company will acquire all of the relevant allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period.
Categories and Number of Persons Covered
8 directors of the Company: 83,938 shares; 7 employees of the Company: 117,151 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
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 on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥274. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
Approved by the Board of Directors. Yamamoto Masaki (山本正喜) did not participate in the Board of Directors' resolution concerning the issuance to himself. Whether an opinion was obtained from an independent third party: Not disclosed.
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 of201,089 common shares
Issue price and disposal price¥274 per share
Total issue value¥55,098,386
Amount of funds to be raisedTotal payment amount: ¥55,098,386; estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeCategory 8 directors of the Company, including outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 83,938 shares, Category 7 employees of the Company / Number of Shares 117,151 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥274. No discount or premium rate was disclosed.
Transfer restriction periodClass I shares: from 24 April 2026 until the date on which the holder retires as a director of the Company. Class II shares: from 24 April 2026 until the date on which the holder ceases to be an employee of the Company or its subsidiaries.
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the directors have continuously served in the relevant director position and the employees have continuously held the relevant employee position for the prescribed service period. If a director retires or an employee resigns for a valid reason, the number of shares for which the transfer restrictions are lifted will be reasonably adjusted.
Reason for acquisition without considerationIf a holder retires as a director or resigns as an employee without a valid reason before the end of the service period, the Company will acquire all of the relevant allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period.
Categories and Number of Persons Covered8 directors of the Company: 83,938 shares; 7 employees of the Company: 117,151 shares
Total Stock-Based CompensationTotal monetary receivables: ¥55,098,386
Procedures under the Corporate Code of ConductApproved by the Board of Directors. Yamamoto Masaki (山本正喜) did not participate in the Board of Directors' resolution concerning the issuance to himself. Whether an opinion was obtained from an independent third party: Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 to achieve sustained improvement in the medium- to long-term corporate value and shareholder value of the Company and its subsidiaries, and to promote the sharing of value with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation for Officers and Employees | kubell Co.,Ltd. (4448) timely disclosure | Komori