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Share Issuance and Disposal4493Cyber Security Cloud,Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 40,000 treasury shares to 3 directors as restricted stock compensation. The shares may not be transferred from 21 May 2026 to 20 May 2030.

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Direction
Neutral
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Scale
40000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much40,000Shares

40,000 common shares of the Company (treasury shares)

3 directors (excluding outside directors)40,000 shares

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

¥1,655 per share
Total issue value

¥66,200,000

Amount of funds to be raised
Total payment amount: ¥66,200,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥66,200,000. The compensation limit under the Plan is ¥100 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 21 May 2026 to 20 May 2030 (approximately 4 years)
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds a position as a director, Audit & Supervisory Board member or employee of the Company or one of its subsidiaries during the transfer restriction period, all of the allocated shares will be released from the transfer restrictions on the expiration date of the transfer restriction period. If the eligible director loses the position due to expiration of the term of office, death or another reason deemed legitimate by the Company's Board of Directors, part of the transfer restrictions will be released in accordance with the prescribed formula. In the event of a corporate reorganization or other similar event, all of the transfer restrictions may be released by resolution of the Board of Directors.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, or immediately after an eligible director loses all positions as a director, Audit & Supervisory Board member or employee of the Company or one of its subsidiaries during the period, the Company will acquire without consideration any shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
3 directors (excluding outside directors) / 40,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
21 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 20 April 2026, ¥1,655. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 11th Annual General Meeting of Shareholders held on 31 March 2021, approval was obtained for the grant of restricted stock under the Plan.
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 of40,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,655 per share
Total issue value¥66,200,000
Amount of funds to be raisedTotal payment amount: ¥66,200,000; estimated net proceeds: Not disclosed
Payment date21 May 2026
Intended allotteeName 3 directors (excluding outside directors) / Number of Shares 40,000 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 20 April 2026, ¥1,655. No discount or premium.
Transfer restriction periodFrom 21 May 2026 to 20 May 2030 (approximately 4 years)
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds a position as a director, Audit & Supervisory Board member or employee of the Company or one of its subsidiaries during the transfer restriction period, all of the allocated shares will be released from the transfer restrictions on the expiration date of the transfer restriction period. If the eligible director loses the position due to expiration of the term of office, death or another reason deemed legitimate by the Company's Board of Directors, part of the transfer restrictions will be released in accordance with the prescribed formula. In the event of a corporate reorganization or other similar event, all of the transfer restrictions may be released by resolution of the Board of Directors.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, or immediately after an eligible director loses all positions as a director, Audit & Supervisory Board member or employee of the Company or one of its subsidiaries during the period, the Company will acquire without consideration any shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered3 directors (excluding outside directors) / 40,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥66,200,000. The compensation limit under the Plan is ¥100 million per year.
Procedures under the Corporate Code of ConductAt the 11th Annual General Meeting of Shareholders held on 31 March 2021, approval was obtained for the grant of restricted stock under the Plan.
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 the eligible directors with an incentive to achieve sustained growth in corporate value and to promote the sharing of value with shareholders.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Cyber Security Cloud,Inc. (4493) timely disclosure | Komori