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Share Issuance and Disposal4825WEATHERNEWS INC.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Performance-Linked Share-Based Compensation

The Company resolved to allocate 24,600 of its treasury shares to a total of 36 directors, executive officers and employees as performance-linked share compensation. This is a disposal of treasury shares through an in-kind contribution of monetary compensation receivables, rather than a cash financing transaction.

Worth reading
37Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
24600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-linked stock compensation

Who receives how much24,600Shares

24,600 treasury shares

The Company's directors (limited to executive directors who are not outside directors)3 / 6,700 shares
The Company's executive officers (including those treated as executive officers)11 / 8,800 shares
Employees of the Company22 / 9,100 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.

¥1,997 per share
Total issue value

¥49,126,200

Total Stock-Based Compensation
Total monetary compensation receivables: ¥49,126,200. The annual cap on total compensation, etc. is ¥200 million.
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.

Conditions for lifting transfer restrictions
Continuous service as a director of the Company throughout the applicable period, the absence of specified misconduct, and fulfillment of other requirements necessary to achieve the objectives of the share compensation plan.
Stock Split Ratio2 shares for every 1 common share; effective date: 1 March 2026
Categories and Number of Persons Covered
Category Executive directors (directors who are not outside directors) / Number of Employees 3 / Number of allocated shares 6,700 shares, Category Executive officers (including those treated as executive officers) / Number of Employees 11 / Number of allocated shares 8,800 shares, Category Employees / Number of Employees 22 / Number of allocated shares 9,100 shares
Payment date
28 September 2026
Basis for determining the amount to be paid
The closing price of ¥1,997 for the Company's common shares on the Tokyo Stock Exchange on 9 September 2026. The price was determined based on the closing price on the immediately preceding business day and within a range that does not constitute a particularly favorable price. No discount or premium rate was disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked stock compensation
Number of shares to be issued or disposed of24,600 treasury shares
Issue price and disposal price¥1,997 per share
Total issue value¥49,126,200
Payment date28 September 2026
Intended allotteeCategory The Company's directors (limited to executive directors who are not outside directors) / Number of Employees 3 / Number of Shares 6,700 shares, Category The Company's executive officers (including those treated as executive officers) / Number of Employees 11 / Number of Shares 8,800 shares, Category Employees of the Company / Number of Employees 22 / Number of Shares 9,100 shares
Basis for determining the amount to be paidThe closing price of ¥1,997 for the Company's common shares on the Tokyo Stock Exchange on 9 September 2026. The price was determined based on the closing price on the immediately preceding business day and within a range that does not constitute a particularly favorable price. No discount or premium rate was disclosed.
Conditions for lifting transfer restrictionsContinuous service as a director of the Company throughout the applicable period, the absence of specified misconduct, and fulfillment of other requirements necessary to achieve the objectives of the share compensation plan.
Categories and Number of Persons CoveredCategory Executive directors (directors who are not outside directors) / Number of Employees 3 / Number of allocated shares 6,700 shares, Category Executive officers (including those treated as executive officers) / Number of Employees 11 / Number of allocated shares 8,800 shares, Category Employees / Number of Employees 22 / Number of allocated shares 9,100 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥49,126,200. The annual cap on total compensation, etc. is ¥200 million.
Stock Split Ratio2 shares for every 1 common share; effective date: 1 March 2026
Items this document does not state (17)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodReason for acquisition without considerationUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost 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 increase recipients’ motivation to contribute to higher share prices and enhanced corporate value, and to share with shareholders the benefits and risks of share-price fluctuations in light of improved governance. The shares will also be granted as share compensation based on the achievement rate of numerical targets, including performance targets.

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Notice Regarding the Disposal of Treasury Shares as Performance-Linked Share-Based Compensation | WEATHERNEWS INC. (4825) timely disclosure | Komori