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Share Issuance and Disposal4684OBIC 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 22,700 treasury shares to 4 directors as restricted stock compensation. The total disposal price is ¥84,875,300, and the shares generally may not be transferred while the recipients remain in office or employed.

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Neutral
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Scale
22700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,700Shares

22,700 shares of the Company's common stock (treasury shares)

4 directors of the Company (excluding outside directors): 22,700 shares

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

¥3,739 per share
Total issue value

¥84,875,300

Amount of funds to be raised
Total payment amount of ¥84,875,300 (through an in-kind contribution of monetary compensation receivables owed to the eligible directors; estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation receivables of ¥84,875,300. Under the compensation plan, the total amount of monetary compensation receivables is capped at ¥600 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a 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
From 24 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company or any of its affiliated companies
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer or employee of the Company or an affiliated company during the service provision period from 25 June 2026 through the date of the annual general meeting of shareholders in the following year, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of a change from the position or retirement for a legitimate reason, the number of shares subject to the lifting of the restrictions and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without consideration
If, upon expiration of the transfer restriction period, any shares remain subject to transfer restrictions that have not been lifted based on the conditions for lifting the transfer restrictions. This also includes cases in which any shares remain subject to transfer restrictions after the restrictions are lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors): 22,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The policy for holding the shares after the transfer restrictions are lifted is Not disclosed
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 on 24 June 2026, ¥3,739. The price was determined based on the closing price on the business day immediately preceding the resolution date and is not considered a particularly favorable price.
Procedures under the Corporate Code of Conduct
Resolved at a meeting of the Board of Directors held on 25 June 2026. Obtaining an opinion from an independent third party and confirming shareholder approval: 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 of22,700 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,739 per share
Total issue value¥84,875,300
Amount of funds to be raisedTotal payment amount of ¥84,875,300 (through an in-kind contribution of monetary compensation receivables owed to the eligible directors; estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allottee4 directors of the Company (excluding outside directors): 22,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The policy for holding the shares after the transfer restrictions are lifted is Not disclosed
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 stock on the Tokyo Stock Exchange on 24 June 2026, ¥3,739. The price was determined based on the closing price on the business day immediately preceding the resolution date and is not considered a particularly favorable price.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company or any of its affiliated companies
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer or employee of the Company or an affiliated company during the service provision period from 25 June 2026 through the date of the annual general meeting of shareholders in the following year, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of a change from the position or retirement for a legitimate reason, the number of shares subject to the lifting of the restrictions and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without considerationIf, upon expiration of the transfer restriction period, any shares remain subject to transfer restrictions that have not been lifted based on the conditions for lifting the transfer restrictions. This also includes cases in which any shares remain subject to transfer restrictions after the restrictions are lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors): 22,700 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥84,875,300. Under the compensation plan, the total amount of monetary compensation receivables is capped at ¥600 million per year.
Procedures under the Corporate Code of ConductResolved at a meeting of the Board of Directors held on 25 June 2026. Obtaining an opinion from an independent third party and confirming shareholder approval: Not disclosed
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 sustainably enhance the Company's corporate value and promote value sharing with shareholders. The amount of monetary compensation receivables was determined after comprehensively taking into account the Company's performance, the responsibilities of each eligible director and other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | OBIC Co.,Ltd. (4684) timely disclosure | Komori