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Share Issuance and Disposal4644Imagineer Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,716 treasury shares to 3 directors and 3 executive officers as restricted stock compensation. The disposal price is ¥1,029 per share, for a total of ¥9,997,764.

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Direction
Neutral
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Scale
9716
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,716Shares

9,716 common shares of the Company (treasury shares)

3 of the Company's directors, excluding directors serving as Audit & Supervisory Committee Members and outside directors7,064 shares
3 executive officers who do not concurrently serve as directors of the Company2,652 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.

¥1,029 per share
Total issue value

¥9,997,764

Amount of funds to be raised
Total payment amount: ¥9,997,764; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥9,997,764. The annual compensation limit for eligible directors is ¥60 million, and the annual share limit is 47,000 shares.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares only)

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 17 July 2026 until immediately after the eligible person retires or resigns from the specified position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a specified position at the Company or one of its subsidiaries during the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient retires or resigns upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after the retirement or resignation.
Reason for acquisition without consideration
If the eligible director violates any law or regulation during the restricted transfer period, or if any other specified event set out in the allocation agreement occurs, the Company will acquire all of the shares held for no consideration. The Company will also acquire for no consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered
3 directors, excluding directors who are Audit and Supervisory Committee members and outside directors, 7,064 shares; 3 executive officers who do not concurrently serve as directors, 2,652 shares
Intended allottee's holding policy
For a specified period, transfers to third parties, the creation of security interests and all other dispositions will be prohibited. During the transfer restriction period, the shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,029. Discount rate/premium rate: Not 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 of9,716 common shares of the Company (treasury shares)
Issue price and disposal price¥1,029 per share
Total issue value¥9,997,764
Amount of funds to be raisedTotal payment amount: ¥9,997,764; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName 3 of the Company's directors, excluding directors serving as Audit & Supervisory Committee Members and outside directors / Number of Shares 7,064 shares, Name 3 executive officers who do not concurrently serve as directors of the Company / Number of Shares 2,652 shares
Intended allottee's holding policyFor a specified period, transfers to third parties, the creation of security interests and all other dispositions will be prohibited. During the transfer restriction period, the shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase because this is a 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 Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,029. Discount rate/premium rate: Not disclosed.
Transfer restriction periodFrom 17 July 2026 until immediately after the eligible person retires or resigns from the specified position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a specified position at the Company or one of its subsidiaries during the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient retires or resigns upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after the retirement or resignation.
Reason for acquisition without considerationIf the eligible director violates any law or regulation during the restricted transfer period, or if any other specified event set out in the allocation agreement occurs, the Company will acquire all of the shares held for no consideration. The Company will also acquire for no consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered3 directors, excluding directors who are Audit and Supervisory Committee members and outside directors, 7,064 shares; 3 executive officers who do not concurrently serve as directors, 2,652 shares
Total Stock-Based CompensationTotal monetary claims: ¥9,997,764. The annual compensation limit for eligible directors is ¥60 million, and the annual share limit is 47,000 shares.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 the eligible directors and others with an incentive to achieve sustained growth in corporate value and to further 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 Compensation | Imagineer Co.,Ltd. (4644) timely disclosure | Komori