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Share Issuance and Disposal4725CAC Holdings CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 42,510 treasury shares to 15 directors and executive officers of the Company and directors of its subsidiaries as restricted stock compensation. The total disposal price is ¥77,878,320, and the transfer restriction period is 3 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much42,510Shares

42,510 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors)23,661 shares
4 executive officers of the Company (excluding those concurrently serving as directors and those without employment contracts)11,352 shares
8 directors of the Company's subsidiaries7,497 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.

¥1,832 per share
Total issue value

¥77,878,320

Amount of funds to be raised
Total payment amount: ¥77,878,320 (through an in-kind contribution of monetary compensation claims or monetary claims held by the recipients; estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation claims and monetary claims: ¥77,878,320
発行済株式総数

As this is a disposal of treasury shares, an increase in the total number of issued shares is Not disclosed

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
3 years (24 April 2026 to 23 April 2029)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted at the end of the transfer restriction period, provided that the recipient continuously holds one of the following positions throughout the transfer restriction period: director or executive officer of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, counselor, or another equivalent position. If the recipient leaves office or employment upon expiration of the term, mandatory retirement, or for another legitimate reason, the restrictions will be partially lifted in proportion to the period of service or employment.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 23,661 shares, Category Executive officers of the Company (excluding those concurrently serving as directors and those without employment contracts) / Number of Employees 4 / Number of allocated shares 11,352 shares, Category Directors of subsidiaries of the Company / Number of Employees 8 independent officers / Number of allocated shares 7,497 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period is from 24 April 2026 to 23 April 2029.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,832. No discount or premium is stated.
Impact on Business Performance
No impact on business performance was stated
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 of42,510 common shares of the Company (treasury shares)
Issue price and disposal price¥1,832 per share
Total issue value¥77,878,320
Amount of funds to be raisedTotal payment amount: ¥77,878,320 (through an in-kind contribution of monetary compensation claims or monetary claims held by the recipients; estimated net proceeds: Not disclosed)
Payment date24 April 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 23,661 shares, Name 4 executive officers of the Company (excluding those concurrently serving as directors and those without employment contracts) / Number of Shares 11,352 shares, Name 8 directors of the Company's subsidiaries / Number of Shares 7,497 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period is from 24 April 2026 to 23 April 2029.
Total number of issued sharesAs this is a disposal of treasury shares, an increase in the total number of issued shares is Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,832. No discount or premium is stated.
Transfer restriction period3 years (24 April 2026 to 23 April 2029)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted at the end of the transfer restriction period, provided that the recipient continuously holds one of the following positions throughout the transfer restriction period: director or executive officer of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, counselor, or another equivalent position. If the recipient leaves office or employment upon expiration of the term, mandatory retirement, or for another legitimate reason, the restrictions will be partially lifted in proportion to the period of service or employment.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 23,661 shares, Category Executive officers of the Company (excluding those concurrently serving as directors and those without employment contracts) / Number of Employees 4 / Number of allocated shares 11,352 shares, Category Directors of subsidiaries of the Company / Number of Employees 8 independent officers / Number of allocated shares 7,497 shares
Total Stock-Based CompensationTotal monetary compensation claims and monetary claims: ¥77,878,320
Impact on Business PerformanceNo impact on business performance was stated
Items this document does not state (12)
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 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.

The purpose is to provide incentives for the sustained enhancement of corporate value, share value with shareholders, and further motivate each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CAC Holdings Corporation (4725) timely disclosure | Komori