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Share Issuance and Disposal4694BML,INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 19,466 treasury shares at ¥3,540 per share to 6 directors and 10 executive officers as restricted stock compensation. The shares will be subject to a 20-year transfer restriction, which will be conditionally lifted upon certain events such as retirement or resignation.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,466Shares

19,466 common shares of the Company (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 8,995 shares
The Company's executive officers10 / 10,471 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.

¥3,540 per share
Total issue value

¥68,909,640

Amount of funds to be raised
Total payment amount: ¥68,909,640; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥68,909,640
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
20 years (21 August 2026 to 21 August 2046)
Conditions for lifting transfer restrictions
The recipient must continuously hold a prescribed position or office at the Company or one of its subsidiaries during the transfer restriction period. In the event of retirement or resignation upon expiration of the term of office, mandatory retirement or for another legitimate reason, the transfer restriction will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the period of service. In the event of death, the transfer restriction will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
At the end of the transfer restriction period or when the transfer restriction is lifted, the Company will acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted.
Categories and Number of Persons Covered
6 directors (excluding directors serving as Audit & Supervisory Committee members and outside directors): 8,995 shares; 10 executive officers: 10,471 shares
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 July 2026, ¥3,540. Discount rate/premium rate: Not disclosed
Impact on Business Performance
The impact of this disposal of treasury shares on business performance 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 of19,466 common shares of the Company (treasury shares)
Issue price and disposal price¥3,540 per share
Total issue value¥68,909,640
Amount of funds to be raisedTotal payment amount: ¥68,909,640; estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 8,995 shares, Name The Company's executive officers / Number of Employees 10 / Number of Shares 10,471 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 July 2026, ¥3,540. Discount rate/premium rate: Not disclosed
Transfer restriction period20 years (21 August 2026 to 21 August 2046)
Conditions for lifting transfer restrictionsThe recipient must continuously hold a prescribed position or office at the Company or one of its subsidiaries during the transfer restriction period. In the event of retirement or resignation upon expiration of the term of office, mandatory retirement or for another legitimate reason, the transfer restriction will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the period of service. In the event of death, the transfer restriction will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationAt the end of the transfer restriction period or when the transfer restriction is lifted, the Company will acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted.
Categories and Number of Persons Covered6 directors (excluding directors serving as Audit & Supervisory Committee members and outside directors): 8,995 shares; 10 executive officers: 10,471 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥68,909,640
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

In consideration of the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other eligible recipient, and other relevant factors, the Company seeks to recruit talented personnel and further enhance the motivation of each eligible director and other eligible recipient. The Company also seeks to promote the sharing of shareholder value and provide incentives for the sustainable enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | BML,INC. (4694) timely disclosure | Komori