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Share Issuance and Disposal5034unerry,Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was resolved to dispose of 8,060 treasury shares as restricted stock compensation for 4 directors. The disposal price is ¥2,476 per share, and the restriction period runs from 27 October 2026 to 26 October 2029.

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Direction
Neutral
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Scale
8060
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,060Shares

8,060 treasury shares

4 of the Company's directors, excluding outside directors8,060 shares

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

¥2,476 per share
Total issue value

¥19,956,560

Total Stock-Based Compensation
Total monetary compensation receivables of ¥19,956,560 (the plan limit is no more than ¥20 million per year)
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 27 October 2026 to 26 October 2029 (3 years)
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the restriction period, provided that the recipient continuously holds the position of director, Audit & Supervisory Board member or employee of the company from 29 September 2026 until the conclusion of the first ordinary general meeting of shareholders to be held thereafter. In the event of resignation or retirement for a valid reason, or death, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient resigns or retires from the position of director of the company without a valid reason during the service provision period, if any shares remain subject to restrictions when the restrictions are lifted, or if any shares remain subject to restrictions after the restrictions are lifted in connection with a corporate reorganization or similar event.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd. (share administration account)
Categories and Number of Persons Covered
4 directors of the company, excluding outside directors; 8,060 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, given as an inter vivos gift or otherwise disposed of, and must be held and maintained in a dedicated account until the transfer restrictions are lifted.
Payment date
27 October 2026
Basis for determining the amount to be paid
The closing price of the company’s ordinary shares on the Tokyo Stock Exchange on 25 September 2026 was ¥2,476. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 9th Annual General Meeting of Shareholders held on 30 September 2024, approval was obtained for this plan, total annual monetary compensation receivables of no more than ¥20 million, a total annual limit of 12,000 shares, a 3-year restriction period and other matters.
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 of8,060 treasury shares
Issue price and disposal price¥2,476 per share
Total issue value¥19,956,560
Payment date27 October 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 8,060 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, given as an inter vivos gift or otherwise disposed of, and must be held and maintained in a dedicated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the company’s ordinary shares on the Tokyo Stock Exchange on 25 September 2026 was ¥2,476. No discount or premium.
Transfer restriction periodFrom 27 October 2026 to 26 October 2029 (3 years)
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the restriction period, provided that the recipient continuously holds the position of director, Audit & Supervisory Board member or employee of the company from 29 September 2026 until the conclusion of the first ordinary general meeting of shareholders to be held thereafter. In the event of resignation or retirement for a valid reason, or death, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient resigns or retires from the position of director of the company without a valid reason during the service provision period, if any shares remain subject to restrictions when the restrictions are lifted, or if any shares remain subject to restrictions after the restrictions are lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered4 directors of the company, excluding outside directors; 8,060 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥19,956,560 (the plan limit is no more than ¥20 million per year)
Underwriter / lead underwriterMizuho Securities Co., Ltd. (share administration account)
Procedures under the Corporate Code of ConductAt the 9th Annual General Meeting of Shareholders held on 30 September 2024, approval was obtained for this plan, total annual monetary compensation receivables of no more than ¥20 million, a total annual limit of 12,000 shares, a 3-year restriction period and other matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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 directors with an incentive to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | unerry,Inc. (5034) timely disclosure | Komori