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Share Issuance and Disposal4819Digital Garage,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 113,284 common shares to 25 directors, executive officers and others as restricted stock compensation. Recipients may not transfer the shares for a specified period, and the restrictions will be lifted if conditions such as continued service are met.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much113,284Shares

113,284 common shares of the Company (new shares)

4 of the Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)37,947 shares
15 executive officers of the Company67,927 shares
2 directors and executive officers of the Company's subsidiaries7,410 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.

¥1,697 per share
Total issue value

¥192,242,948

Amount of funds to be raised
Total amount paid in: ¥192,242,948; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥192,242,948 (including ¥64,396,059 for the Company's directors)
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
Medium term: 10 July 2026 to 31 July 2029. Long term: 10 July 2026 until the recipient retires or leaves office due to death, expiration of the term of office, mandatory retirement or another legitimate reason.
Conditions for lifting transfer restrictions
For both the medium-term and long-term restrictions, all restrictions will be lifted upon expiration of the restricted period, provided that the recipient has continuously held a position as a director, executive officer or employee of the Company or one of its subsidiaries throughout the restricted period. If the recipient retires or leaves office for a legitimate reason, the restrictions will in principle be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company may acquire without consideration any shares for which the transfer restrictions have not been lifted, after the point at which the restrictions are to be lifted.
Categories and Number of Persons Covered
4 directors of the Company: 37,947 shares; 15 executive officers of the Company: 67,927 shares; 2 directors and executive officers of the Company's subsidiaries: 7,410 shares
Intended allottee's holding policy
During the restricted period, recipients may not transfer, create security interests over or otherwise dispose of the shares. The medium-term restriction period runs from 10 July 2026 to 31 July 2029. The long-term restriction period runs until the recipient retires or leaves office due to death, expiration of the term of office, mandatory retirement or another legitimate reason.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange Prime Market on 23 June 2026 was ¥1,697. The deviation from the one-month average of ¥1,920 was △11.61%, from the three-month average of ¥2,162 was △21.51%, and from the six-month average of ¥2,239 was △24.21%.
Procedures under the Corporate Code of Conduct
Filing of an extraordinary report under the Financial Instruments and Exchange Act
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of113,284 common shares of the Company (new shares)
Issue price and disposal price¥1,697 per share
Total issue value¥192,242,948
Amount of funds to be raisedTotal amount paid in: ¥192,242,948; estimated net proceeds: Not disclosed
Payment date10 July 2026
Intended allotteeName 4 of the Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 37,947 shares, Name 15 executive officers of the Company / Number of Shares 67,927 shares, Name 2 directors and executive officers of the Company's subsidiaries / Number of Shares 7,410 shares
Intended allottee's holding policyDuring the restricted period, recipients may not transfer, create security interests over or otherwise dispose of the shares. The medium-term restriction period runs from 10 July 2026 to 31 July 2029. The long-term restriction period runs until the recipient retires or leaves office due to death, expiration of the term of office, mandatory retirement or another legitimate reason.
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange Prime Market on 23 June 2026 was ¥1,697. The deviation from the one-month average of ¥1,920 was △11.61%, from the three-month average of ¥2,162 was △21.51%, and from the six-month average of ¥2,239 was △24.21%.
Transfer restriction periodMedium term: 10 July 2026 to 31 July 2029. Long term: 10 July 2026 until the recipient retires or leaves office due to death, expiration of the term of office, mandatory retirement or another legitimate reason.
Conditions for lifting transfer restrictionsFor both the medium-term and long-term restrictions, all restrictions will be lifted upon expiration of the restricted period, provided that the recipient has continuously held a position as a director, executive officer or employee of the Company or one of its subsidiaries throughout the restricted period. If the recipient retires or leaves office for a legitimate reason, the restrictions will in principle be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company may acquire without consideration any shares for which the transfer restrictions have not been lifted, after the point at which the restrictions are to be lifted.
Categories and Number of Persons Covered4 directors of the Company: 37,947 shares; 15 executive officers of the Company: 67,927 shares; 2 directors and executive officers of the Company's subsidiaries: 7,410 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥192,242,948 (including ¥64,396,059 for the Company's directors)
Procedures under the Corporate Code of ConductFiling of an extraordinary report under the Financial Instruments and Exchange Act
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The issuance size was determined after taking into consideration executive compensation levels in the internet industry, performance evaluations of the recipients and their responsibilities during the restricted period.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Digital Garage,Inc. (4819) timely disclosure | Komori