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Share Issuance and Disposal4761SAKURA KCS CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 73,027 treasury shares as restricted stock compensation for directors and executive officers. The recipients are 2 directors and 19 executive officers, and the total disposal price is ¥100,120,017.

Worth reading
40Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.65
% (percentage of the total number of issued shares as of 26 June 2026)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much73,027Shares

73,027 shares of the company’s common stock (treasury shares)

The Company's directors, excluding outside directors2 / 12,999 shares
The Company's executive officers who do not concurrently serve as directors19 / 60,028 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.

¥1,371 per share
Total issue value

¥100,120,017

Amount of funds to be raised
Total amount paid: ¥100,120,017; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥100,120,017. The total annual amount of monetary compensation claims for the eligible directors is capped at ¥50 million.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

0.65% (percentage of the total number of issued shares as of 26 June 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 13 July 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the company.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer of the company until the date of the first annual general meeting of shareholders held after 13 July 2026, all of the allocated shares held at the end of the restriction period will be released from the transfer restrictions. If the recipient ceases to serve or retires for a legitimate reason, the number of shares released will be calculated by multiplying the number of shares held by the number of months from July 2026 through the month including the date of cessation or retirement, divided by 12. In the event of a corporate reorganization, the restrictions will also be released on a pro rata basis.
Reason for acquisition without consideration
If, before the day preceding the first annual general meeting of shareholders to be held, the recipient ceases to serve or retires from both the position of director and the position of executive officer without a legitimate reason. If the transfer restrictions have not been lifted at the end of the restriction period. If the recipient materially violates laws, regulations, internal rules or other applicable requirements during the restriction period, or if any other event specified by the Board of Directors occurs. If the transfer restrictions are not lifted as a result of a corporate reorganization.
Categories and Number of Persons Covered
Category The Company's directors, excluding outside directors / Number of Employees 2 / Number of allocated shares 12,999 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 19 / Number of allocated shares 60,028 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest by way of transfer, make an inter vivos gift, bequeath the shares or otherwise dispose of them in any manner. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
13 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 25 June 2026, ¥1,371. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 58th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the introduction of this plan, total annual compensation of up to ¥50 million for eligible directors, a maximum of 40,000 shares, the transfer restriction period and other matters.
Impact on Business Performance
No impact on performance from this disposal of treasury shares 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 of73,027 shares of the company’s common stock (treasury shares)
Issue price and disposal price¥1,371 per share
Total issue value¥100,120,017
Amount of funds to be raisedTotal amount paid: ¥100,120,017; estimated net proceeds: not disclosed
Payment date13 July 2026
Intended allotteeName The Company's directors, excluding outside directors / Number of Employees 2 / Number of Shares 12,999 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 19 / Number of Shares 60,028 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest by way of transfer, make an inter vivos gift, bequeath the shares or otherwise dispose of them in any manner. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution Rate0.65% (percentage of the total number of issued shares as of 26 June 2026)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the company’s common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,371. No discount or premium rate is stated.
Transfer restriction periodFrom 13 July 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the company.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer of the company until the date of the first annual general meeting of shareholders held after 13 July 2026, all of the allocated shares held at the end of the restriction period will be released from the transfer restrictions. If the recipient ceases to serve or retires for a legitimate reason, the number of shares released will be calculated by multiplying the number of shares held by the number of months from July 2026 through the month including the date of cessation or retirement, divided by 12. In the event of a corporate reorganization, the restrictions will also be released on a pro rata basis.
Reason for acquisition without considerationIf, before the day preceding the first annual general meeting of shareholders to be held, the recipient ceases to serve or retires from both the position of director and the position of executive officer without a legitimate reason. If the transfer restrictions have not been lifted at the end of the restriction period. If the recipient materially violates laws, regulations, internal rules or other applicable requirements during the restriction period, or if any other event specified by the Board of Directors occurs. If the transfer restrictions are not lifted as a result of a corporate reorganization.
Categories and Number of Persons CoveredCategory The Company's directors, excluding outside directors / Number of Employees 2 / Number of allocated shares 12,999 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 19 / Number of allocated shares 60,028 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥100,120,017. The total annual amount of monetary compensation claims for the eligible directors is capped at ¥50 million.
Procedures under the Corporate Code of ConductAt the 58th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the introduction of this plan, total annual compensation of up to ¥50 million for eligible directors, a maximum of 40,000 shares, the transfer restriction period and other matters.
Impact on Business PerformanceNo impact on performance from this disposal of treasury shares was stated
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To align recipients’ and shareholders’ interests by sharing the benefits and risks of share price movements, and to increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SAKURA KCS Corporation (4761) timely disclosure | Komori