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Share Issuance and Disposal4662Focus Systems CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,900 treasury shares as restricted stock compensation to 5 directors. The payment date is 27 August 2026, and the shares generally may not be transferred until the directors retire from office.

Worth reading
53Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
16900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,900Shares

16,900 common shares of the Company (treasury shares)

5 directors (excluding outside directors and directors concurrently serving as employees)16,900 shares

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

¥1,722 per share
Total issue value

¥29,101,800

Amount of funds to be raised
Total payment amount: ¥29,101,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥29,101,800. The compensation limits are no more than 35,500 shares per year and ¥50 million per year.
発行済株式総数

Approximately 0.1%

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 27 August 2026, the payment date, until the relevant recipient retires as a director of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company throughout the service provision period, which runs from the date of the ordinary general meeting of shareholders immediately preceding the payment date until the date of the ordinary general meeting of shareholders held in the following year. If the recipient retires due to death or for another reason deemed legitimate by the Company's Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
5 directors (excluding outside directors and directors concurrently serving as employees), 16,900 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The restriction period runs from 27 August 2026 until the relevant recipient retires as a director of the Company.
Payment date
27 August 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 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,722. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The Compensation Advisory Committee deliberated on the matter based on a consultation from the Board of Directors and issued its recommendation, following which the Board of Directors adopted a resolution.
Impact on Business Performance
The impact on financial results is 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 of16,900 common shares of the Company (treasury shares)
Issue price and disposal price¥1,722 per share
Total issue value¥29,101,800
Amount of funds to be raisedTotal payment amount: ¥29,101,800; estimated net proceeds: Not disclosed
Payment date27 August 2026
Intended allotteeName 5 directors (excluding outside directors and directors concurrently serving as employees) / Number of Shares 16,900 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The restriction period runs from 27 August 2026 until the relevant recipient retires as a director of the Company.
Dilution RateApproximately 0.1%
Total number of issued sharesTotal shares issued as of 31 March 2026 (number: Not disclosed) → Not disclosed(Approximately 0.1%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,722. No discount or premium was applied.
Transfer restriction periodFrom 27 August 2026, the payment date, until the relevant recipient retires as a director of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company throughout the service provision period, which runs from the date of the ordinary general meeting of shareholders immediately preceding the payment date until the date of the ordinary general meeting of shareholders held in the following year. If the recipient retires due to death or for another reason deemed legitimate by the Company's Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered5 directors (excluding outside directors and directors concurrently serving as employees), 16,900 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥29,101,800. The compensation limits are no more than 35,500 shares per year and ¥50 million per year.
Procedures under the Corporate Code of ConductThe Compensation Advisory Committee deliberated on the matter based on a consultation from the Board of Directors and issued its recommendation, following which the Board of Directors adopted a resolution.
Impact on Business PerformanceThe impact on financial results is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 promote the sharing of value with shareholders. The measure is also intended to review compensation levels and increase motivation to realize the Company's management philosophy and business strategy.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Focus Systems Corporation (4662) timely disclosure | Komori