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Share Issuance and Disposal4838SPACE SHOWER SKIYAKI HOLDINGS INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 55,401 treasury shares as restricted stock compensation to 6 directors. The shares may not be transferred until certain conditions are met, including retirement from office, and the Company will acquire without consideration any shares that do not meet the applicable conditions.

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Direction
Neutral
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Scale
55401
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much55,401Shares

55,401 shares of the Company's common stock (treasury shares)

6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)55,401 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥634 per share
Total issue value

¥35,124,234

Amount of funds to be raised
Total payment amount: ¥35,124,234 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥35,124,234 (annual compensation limit: no more than ¥50 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.

Transfer restriction period
From 24 July 2026 until immediately after the director retires from office for a valid reason, including retirement due to death
Conditions for lifting transfer restrictions
The eligible director must continuously hold the position of director of the Company throughout the applicable service period, from the date on which the director begins performing duties until immediately before the conclusion of the first Annual General Meeting of Shareholders held thereafter. If the director retires upon expiration of the term of office or for another valid reason, the restrictions will be released in part according to the number of months in office.
Reason for acquisition without consideration
If the eligible director commits a violation of laws or regulations during the transfer restriction period or otherwise falls under certain circumstances stipulated in the allocation agreement. Also, if any shares remain subject to transfer restrictions at the end of the transfer restriction period or when the transfer restrictions are released, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
6 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members, 55,401 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. The transfer restriction period will run from 24 July 2026 until immediately after the director retires from office for a valid reason.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥634. No discount or premium rate is 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 of55,401 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥634 per share
Total issue value¥35,124,234
Amount of funds to be raisedTotal payment amount: ¥35,124,234 (estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allotteeName 6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 55,401 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. The transfer restriction period will run from 24 July 2026 until immediately after the director retires from office for a valid reason.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥634. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 until immediately after the director retires from office for a valid reason, including retirement due to death
Conditions for lifting transfer restrictionsThe eligible director must continuously hold the position of director of the Company throughout the applicable service period, from the date on which the director begins performing duties until immediately before the conclusion of the first Annual General Meeting of Shareholders held thereafter. If the director retires upon expiration of the term of office or for another valid reason, the restrictions will be released in part according to the number of months in office.
Reason for acquisition without considerationIf the eligible director commits a violation of laws or regulations during the transfer restriction period or otherwise falls under certain circumstances stipulated in the allocation agreement. Also, if any shares remain subject to transfer restrictions at the end of the transfer restriction period or when the transfer restrictions are released, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered6 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members, 55,401 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥35,124,234 (annual compensation limit: no more than ¥50 million)
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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 provide directors with an incentive to achieve sustainable growth in corporate value and promote the sharing of value with shareholders, as well as to further enhance the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SPACE SHOWER SKIYAKI HOLDINGS INC. (4838) timely disclosure | Komori