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Share Issuance and Disposal4492GENETEC CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company will issue 14,200 common shares to 2 directors and 2 executive officers who do not concurrently serve as directors as restricted stock compensation. The shares may not be transferred until the holder leaves office or employment, and the restrictions will be lifted if certain conditions are met.

Worth reading
48Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
14200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much14,200Shares

14,200 common shares (new shares)

2 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors7,800 shares
2 of the Company's executive officers who do not concurrently serve as directors6,400 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.

Issue price/disposal price: ¥383 per share
Total issue value

¥5,438,600

Total Stock-Based Compensation
Total monetary compensation claims of ¥5,438,600 (the total amount of monetary compensation claims for the eligible directors is limited to ¥50 million per year)
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 the payment date until the date on which the holder leaves office or employment in any capacity as a director, Audit and Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restricted period, provided that the holder continuously remains in the applicable position until the close of the Company's first annual general meeting following the payment date (or until the end of the Company's first fiscal year following the payment date for executive officers). In the event of leaving office or employment for a valid reason or death, the restrictions will be lifted on a number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the holder leaves office or employment during the restricted period without a valid reason, if any shares remain subject to the restrictions when the restrictions are lifted, or if any shares remain subject to the restrictions after a partial lifting in connection with a corporate reorganization or similar event.
Stock Split Ratio2 shares for each share effective 1 September 2021, and 3 shares for each share effective 1 January 2024.
Categories and Number of Persons Covered
2 of the Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 7,800 shares; 2 of the Company's executive officers who do not concurrently serve as directors: 6,400 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of from the payment date until the date on which the holder leaves office or employment in any capacity as a director, Audit and Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries.
Payment date
18 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution, 18 August 2026, was ¥383. There was no discount or premium.
Procedures under the Corporate Code of Conduct
Written resolution of the Board of Directors pursuant to Article 370 of the Companies Act and Article 26 of the Articles of Incorporation.
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 of14,200 common shares (new shares)
Issue price and disposal priceIssue price/disposal price: ¥383 per share
Total issue value¥5,438,600
Payment date18 September 2026
Intended allotteeName 2 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 7,800 shares, Name 2 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 6,400 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of from the payment date until the date on which the holder leaves office or employment in any capacity as a director, Audit and Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution, 18 August 2026, was ¥383. There was no discount or premium.
Transfer restriction periodFrom the payment date until the date on which the holder leaves office or employment in any capacity as a director, Audit and Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restricted period, provided that the holder continuously remains in the applicable position until the close of the Company's first annual general meeting following the payment date (or until the end of the Company's first fiscal year following the payment date for executive officers). In the event of leaving office or employment for a valid reason or death, the restrictions will be lifted on a number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the holder leaves office or employment during the restricted period without a valid reason, if any shares remain subject to the restrictions when the restrictions are lifted, or if any shares remain subject to the restrictions after a partial lifting in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered2 of the Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 7,800 shares; 2 of the Company's executive officers who do not concurrently serve as directors: 6,400 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥5,438,600 (the total amount of monetary compensation claims for the eligible directors is limited to ¥50 million per year)
Stock Split Ratio2 shares for each share effective 1 September 2021, and 3 shares for each share effective 1 January 2024.
Procedures under the Corporate Code of ConductWritten resolution of the Board of Directors pursuant to Article 370 of the Companies Act and Article 26 of the Articles of Incorporation.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 and executive officers with incentives to achieve sustained growth in corporate value and promote value sharing with shareholders, thereby enhancing corporate value over the medium to long term. The Company also took into account its business performance and other relevant circumstances.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | GENETEC CORPORATION (4492) timely disclosure | Komori