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Share Issuance and Disposal5038eWeLL Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 19,964 common shares to a total of 7 directors, executive officers and employees as restricted stock compensation. The shares will be subject to a 3-year transfer restriction, and payment will be made through an in-kind contribution of monetary claims totaling ¥42,124,040.

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19964
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much19,964Shares

19,964 common shares (new shares)

4 of the Company's directors (including outside directors)14,116 shares
2 executive officers of the Company who do not concurrently serve as directors3,570 shares
1 employee of the Company2,278 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.

¥2,110 per share
Total issue value

¥42,124,040

Amount of funds to be raised
Total payment amount: ¥42,124,040 (through an in-kind contribution of monetary claims); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥42,124,040
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
3 years (from 15 May 2026 to 14 May 2029)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the individual has continuously held one of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board Member, or employee of the Company. If the individual retires from office or employment upon expiration of the term of office or for another legitimate reason, the transfer restrictions will be fully lifted immediately after such retirement.
Reason for acquisition without consideration
If the individual engages in a violation of laws or regulations during the transfer restriction period or otherwise falls under certain circumstances specified in the relevant allocation agreement, or if the transfer restrictions are not lifted upon expiration of the transfer restriction period, the Company will acquire all of the relevant shares for no consideration.
Stock Split Ratio2-for-1 stock split, effective 1 January 2024
Categories and Number of Persons Covered
4 of the Company's directors (including outside directors), 14,116 shares; 2 executive officers who do not concurrently serve as directors of the Company, 3,570 shares; 1 employee of the Company, 2,278 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 runs from 15 May 2026 to 14 May 2029.
Payment date
15 May 2026
Basis for determining the amount to be paid
Based on the closing price of the Company's common shares of ¥2,110 on the Tokyo Stock Exchange Growth Market on 16 April 2026. No discount or premium rate is stated.
Impact on Business Performance
No impact on financial results from the issuance of these new shares is stated
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 of19,964 common shares (new shares)
Issue price and disposal price¥2,110 per share
Total issue value¥42,124,040
Amount of funds to be raisedTotal payment amount: ¥42,124,040 (through an in-kind contribution of monetary claims); estimated net proceeds: Not disclosed
Payment date15 May 2026
Intended allotteeName 4 of the Company's directors (including outside directors) / Number of Shares 14,116 shares, Name 2 executive officers of the Company who do not concurrently serve as directors / Number of Shares 3,570 shares, Name 1 employee of the Company / Number of Shares 2,278 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 runs from 15 May 2026 to 14 May 2029.
Basis for determining the amount to be paidBased on the closing price of the Company's common shares of ¥2,110 on the Tokyo Stock Exchange Growth Market on 16 April 2026. No discount or premium rate is stated.
Transfer restriction period3 years (from 15 May 2026 to 14 May 2029)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the individual has continuously held one of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board Member, or employee of the Company. If the individual retires from office or employment upon expiration of the term of office or for another legitimate reason, the transfer restrictions will be fully lifted immediately after such retirement.
Reason for acquisition without considerationIf the individual engages in a violation of laws or regulations during the transfer restriction period or otherwise falls under certain circumstances specified in the relevant allocation agreement, or if the transfer restrictions are not lifted upon expiration of the transfer restriction period, the Company will acquire all of the relevant shares for no consideration.
Categories and Number of Persons Covered4 of the Company's directors (including outside directors), 14,116 shares; 2 executive officers who do not concurrently serve as directors of the Company, 3,570 shares; 1 employee of the Company, 2,278 shares
Total Stock-Based CompensationTotal monetary claims: ¥42,124,040
Stock Split Ratio2-for-1 stock split, effective 1 January 2024
Impact on Business PerformanceNo impact on financial results from the issuance of these new shares is stated
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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.

To provide the eligible individuals with an incentive to achieve sustained growth in corporate value, promote value sharing with shareholders, and further enhance their motivation.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | eWeLL Co.,Ltd. (5038) timely disclosure | Komori