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Share Issuance and Disposal4714RISO KYOIKU GROUP CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 233,900 treasury shares as restricted stock compensation for 12 directors. The recipients are 3 directors of the Company and 9 directors of its subsidiaries, and the total disposal value is ¥44,908,800.

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233900
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much233,900Shares

233,900 shares of the Company's common stock (treasury shares)

3 directors of the Company168,400 shares
9 directors of the Company's subsidiaries65,500 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.

¥192 per share
Amount of funds to be raised

Total payment amount: ¥44,908,800; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥44,908,800
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 17 July 2026, the payment date, until the date on which a director of the Company resigns or retires as a director of the Company or its subsidiaries or from another position specified by the Company's Board of Directors, in the case of a director of the Company; and until the date on which a director of the Company or its subsidiaries, executive officer or employee resigns or retires, in the case of a director of a subsidiary of the Company.
Conditions for lifting transfer restrictions
A director of the Company must continuously hold the position of director of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders in the following year. A director of a subsidiary of the Company must continuously hold the position of director of that subsidiary from the date of the subsidiary's annual general meeting of shareholders immediately preceding the payment date through the date of the subsidiary's annual general meeting of shareholders in the following year. If the recipient resigns or retires due to death or another reason deemed justifiable by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
Category The Company's directors (excluding non-executive directors and outside directors) / Number of Employees 3 / Number of allocated shares 168,400 shares, Category Directors of the Company's subsidiaries, excluding directors of wholly owned subsidiaries who also serve as employees / Number of Employees 9 / Number of allocated shares 65,500 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted shares will be managed in dedicated accounts at Daiwa Securities Co., Ltd.
Payment date
17 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 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥192. Discount and premium rates: Not disclosed.
Procedures under the Corporate Code of Conduct
At the 40th Annual General Meeting of Shareholders held on 23 May 2025, approval was obtained for the grant of restricted stock and other matters under this plan. Obtaining an opinion from an independent third party: 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 of233,900 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥192 per share
Amount of funds to be raisedTotal payment amount: ¥44,908,800; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName 3 directors of the Company / Number of Shares 168,400 shares, Name 9 directors of the Company's subsidiaries / Number of Shares 65,500 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted shares will be managed in dedicated accounts at Daiwa Securities Co., Ltd.
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 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥192. Discount and premium rates: Not disclosed.
Transfer restriction periodFrom 17 July 2026, the payment date, until the date on which a director of the Company resigns or retires as a director of the Company or its subsidiaries or from another position specified by the Company's Board of Directors, in the case of a director of the Company; and until the date on which a director of the Company or its subsidiaries, executive officer or employee resigns or retires, in the case of a director of a subsidiary of the Company.
Conditions for lifting transfer restrictionsA director of the Company must continuously hold the position of director of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders in the following year. A director of a subsidiary of the Company must continuously hold the position of director of that subsidiary from the date of the subsidiary's annual general meeting of shareholders immediately preceding the payment date through the date of the subsidiary's annual general meeting of shareholders in the following year. If the recipient resigns or retires due to death or another reason deemed justifiable by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons CoveredCategory The Company's directors (excluding non-executive directors and outside directors) / Number of Employees 3 / Number of allocated shares 168,400 shares, Category Directors of the Company's subsidiaries, excluding directors of wholly owned subsidiaries who also serve as employees / Number of Employees 9 / Number of allocated shares 65,500 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥44,908,800
Procedures under the Corporate Code of ConductAt the 40th Annual General Meeting of Shareholders held on 23 May 2025, approval was obtained for the grant of restricted stock and other matters under this plan. Obtaining an opinion from an independent third party: Not disclosed.
Items this document does not state (13)
Total issue valueEstimated 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 directors of the Company and its subsidiaries with an incentive to continuously enhance corporate value and to promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | RISO KYOIKU GROUP CORPORATION (4714) timely disclosure | Komori