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Share Issuance and Disposal4671FALCO HOLDINGS Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 24,100 treasury shares held by the company to 19 directors and other eligible recipients as restricted stock compensation. The transfer restriction period runs from 24 July 2026 to 23 July 2056.

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Scale
24100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much24,100Shares

24,100 shares of the company's common stock (treasury shares)

5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)13,900 shares
14 directors of the company's subsidiaries10,200 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.

¥2,544 per share
Total issue value

¥61,310,400

Amount of funds to be raised
Total amount to be paid: ¥61,310,400 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary remuneration receivables: ¥61,310,400 (annual remuneration limit: no more than ¥100 million)
発行済株式総数

No increase (disposal of treasury shares)

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
24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient continuously holds any of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member (at the company's subsidiaries only), employee, advisor, counselor, or any equivalent position at the company or one of its subsidiaries. If the recipient leaves office or employment upon expiration of the term of office, retirement, or for any other legitimate reason, the restrictions will be lifted on the number of shares determined according to the period of service or employment.
Reason for acquisition without consideration
The company will acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the company will also acquire without consideration any shares for which the transfer restrictions remain after the lifting of the restrictions.
Categories and Number of Persons Covered
5 directors of the company, excluding directors who are Audit and Supervisory Committee members and outside directors: 13,900 shares; 14 directors of the company's subsidiaries: 10,200 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the company's common stock on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,544. The discount and premium rates are 0%.
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 of24,100 shares of the company's common stock (treasury shares)
Issue price and disposal price¥2,544 per share
Total issue value¥61,310,400
Amount of funds to be raisedTotal amount to be paid: ¥61,310,400 (estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allotteeName 5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 13,900 shares, Name 14 directors of the company's subsidiaries / Number of Shares 10,200 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts.
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the company's common stock on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,544. The discount and premium rates are 0%.
Transfer restriction period24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient continuously holds any of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member (at the company's subsidiaries only), employee, advisor, counselor, or any equivalent position at the company or one of its subsidiaries. If the recipient leaves office or employment upon expiration of the term of office, retirement, or for any other legitimate reason, the restrictions will be lifted on the number of shares determined according to the period of service or employment.
Reason for acquisition without considerationThe company will acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the company will also acquire without consideration any shares for which the transfer restrictions remain after the lifting of the restrictions.
Categories and Number of Persons Covered5 directors of the company, excluding directors who are Audit and Supervisory Committee members and outside directors: 13,900 shares; 14 directors of the company's subsidiaries: 10,200 shares
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥61,310,400 (annual remuneration limit: no more than ¥100 million)
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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.

The company took into consideration its business performance, the scope of responsibilities of each eligible director and other recipient, and various other factors, in accordance with its restricted stock compensation plan, which is intended to provide incentives for the sustainable enhancement of corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FALCO HOLDINGS Co.,Ltd. (4671) timely disclosure | Komori