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Share Issuance and Disposal4820EM SYSTEMS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 49,400 treasury shares to its directors, executive officers, employees, and directors and employees of its subsidiaries as restricted stock compensation and incentives. The shares will be subject to transfer restrictions for up to 50 years or approximately 3 years.

Worth reading
53Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
49400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and incentives

Who receives how much49,400Shares

49,400 shares of the Company's common stock (treasury shares)

The Company's directors (excluding directors who are Audit & Supervisory Committee Members)3 / 23,600 shares
The Company's executive officers (limited to executive officers who do not concurrently serve as directors of the Company)5 / 11,200 shares
Employees of the Company5 / 2,300 shares
Directors and employees of the Company's subsidiaries12 / 12,300 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.

¥673 per share
Total issue value

¥33,246,200

Amount of funds to be raised
Total of ¥33,246,200 in monetary compensation receivables and monetary receivables (estimated net proceeds not stated)
Total Stock-Based Compensation
Total of ¥33,246,200 in monetary compensation receivables and monetary receivables. The annual compensation limit for monetary compensation receivables granted to directors is ¥140 million or less.
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
Long-term stock compensation and performance metric-based compensation: 11 May 2026 to 10 May 2076 (50 years), Mid-term stock compensation: 11 May 2026 to 31 May 2029 (approximately 3 years)
Conditions for lifting transfer restrictions
Long-term stock compensation: The transfer restrictions will be fully released upon expiry of the transfer restriction period, subject to continuous service in the prescribed position throughout the service period., Mid-term stock compensation: The transfer restrictions will be fully released upon expiry of the transfer restriction period, subject to continuous service in the prescribed position throughout the transfer restriction period., Performance metric-based compensation: The transfer restrictions will be fully released upon expiry of the transfer restriction period, subject to continued service during the applicable period and achievement of the performance and other numerical targets established by the Board of Directors.
Reason for acquisition without consideration
Long-term stock compensation: If the recipient retires or leaves employment before expiry of the service period for reasons other than expiry of the term of office, mandatory retirement, or other legitimate reasons., Mid-term stock compensation: If the transfer restrictions are not released upon expiry of the transfer restriction period or upon release of the restrictions., Performance metric-based compensation: If the recipient retires or leaves employment before expiry of the applicable period, retires or leaves employment for reasons other than legitimate reasons, fails to achieve the performance targets, or falls under any other specified event set out in the relevant allocation agreement.
Categories and Number of Persons Covered
The Company's directors (excluding directors who are Audit and Supervisory Committee members): 3 people, 23,600 shares, The Company's executive officers: 5 people, 11,200 shares, The Company's employees: 5 people, 2,300 shares, Directors and employees of the Company's subsidiaries: 12 people, 12,300 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
11 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 10 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥673. No discount or premium rate was stated.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and incentives
Number of shares to be issued or disposed of49,400 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥673 per share
Total issue value¥33,246,200
Amount of funds to be raisedTotal of ¥33,246,200 in monetary compensation receivables and monetary receivables (estimated net proceeds not stated)
Payment date11 May 2026
Intended allotteeCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 3 / Number of Shares 23,600 shares, Category The Company's executive officers (limited to executive officers who do not concurrently serve as directors of the Company) / Number of Employees 5 / Number of Shares 11,200 shares, Category Employees of the Company / Number of Employees 5 / Number of Shares 2,300 shares, Category Directors and employees of the Company's subsidiaries / Number of Employees 12 / Number of Shares 12,300 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
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 Prime Market of the Tokyo Stock Exchange on 10 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥673. No discount or premium rate was stated.
Transfer restriction periodLong-term stock compensation and performance metric-based compensation: 11 May 2026 to 10 May 2076 (50 years), Mid-term stock compensation: 11 May 2026 to 31 May 2029 (approximately 3 years)
Conditions for lifting transfer restrictionsLong-term stock compensation: The transfer restrictions will be fully released upon expiry of the transfer restriction period, subject to continuous service in the prescribed position throughout the service period., Mid-term stock compensation: The transfer restrictions will be fully released upon expiry of the transfer restriction period, subject to continuous service in the prescribed position throughout the transfer restriction period., Performance metric-based compensation: The transfer restrictions will be fully released upon expiry of the transfer restriction period, subject to continued service during the applicable period and achievement of the performance and other numerical targets established by the Board of Directors.
Reason for acquisition without considerationLong-term stock compensation: If the recipient retires or leaves employment before expiry of the service period for reasons other than expiry of the term of office, mandatory retirement, or other legitimate reasons., Mid-term stock compensation: If the transfer restrictions are not released upon expiry of the transfer restriction period or upon release of the restrictions., Performance metric-based compensation: If the recipient retires or leaves employment before expiry of the applicable period, retires or leaves employment for reasons other than legitimate reasons, fails to achieve the performance targets, or falls under any other specified event set out in the relevant allocation agreement.
Categories and Number of Persons CoveredThe Company's directors (excluding directors who are Audit and Supervisory Committee members): 3 people, 23,600 shares, The Company's executive officers: 5 people, 11,200 shares, The Company's employees: 5 people, 2,300 shares, Directors and employees of the Company's subsidiaries: 12 people, 12,300 shares
Total Stock-Based CompensationTotal of ¥33,246,200 in monetary compensation receivables and monetary receivables. The annual compensation limit for monetary compensation receivables granted to directors is ¥140 million or less.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is 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 to further enhance and sustainably increase the Company's corporate value, and to promote the sharing of shareholder value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | EM SYSTEMS CO.,LTD. (4820) timely disclosure | Komori