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Share Issuance and Disposal5071VIS co.ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Performance-Linked Restricted Stock Compensation

The Company resolved to issue 13,000 common shares to 3 directors as performance-linked, transfer-restricted stock compensation. The shares may not be transferred until certain conditions, including retirement from office, are met.

Worth reading
49Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
13000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of newly issued shares as performance-linked restricted stock compensation

Who receives how much13,000Shares

13,000 common shares (new shares)

3 directors (excluding directors who are Audit & Supervisory Committee members)13,000 shares

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

No monetary payment or contribution of property is required. The fair value per common share is ¥1,239.
Total issue value

¥16,107,000 (total amount based on the fair value per common share)

Amount of funds to be raised
Total payment amount: Not disclosed. Estimated net proceeds: Not disclosed (no payment required)
Total Stock-Based Compensation
Within an annual amount of ¥60 million under the existing monetary compensation limit (the compensation limit under the system)
発行済株式総数

0.15% (as a percentage of the total number of issued shares as of 31 March 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 22 July 2026 (the allotment date) until the date on which the recipient retires as a director who is not an Audit & Supervisory Committee Member
Conditions for lifting transfer restrictions
If a recipient retires from office due to death or any other reason that the Company’s Board of Directors considers legitimate, all transfer restrictions on the shares covered by this allotment held by the recipient will be lifted on the day following the retirement date. In the event of a corporate reorganization or similar transaction, the transfer restrictions will be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date of the corporate reorganization or similar transaction.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the transfer restriction period. In addition, if a recipient receives a sentence of imprisonment or a more severe punishment, becomes subject to the filing of a petition to commence bankruptcy, civil rehabilitation or other proceedings, has assets seized or otherwise becomes subject to compulsory execution, or becomes subject to disposition for delinquent payment of taxes or public dues during the transfer restriction period, the Company will acquire the relevant shares without consideration at that time.
Categories and Number of Persons Covered
3 directors (excluding directors serving as Audit and Supervisory Committee members) · 13,000 shares
Intended allottee's holding policy
From 22 July 2026 (the allotment date) until the date on which they retire as directors who are not Audit & Supervisory Committee Members, the recipients may not transfer, create security interests over, or otherwise dispose of the shares.
Payment date
Not applicable (no payment required)
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on the business day immediately preceding the unit grant date (26 June 2025) was ¥1,239. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 25th Annual General Meeting of Shareholders held on 23 June 2023, approval was obtained to limit the total number of common shares issued or disposed of under this system to 60,000 shares per year and the amount to ¥60 million per year, among other matters.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of newly issued shares as performance-linked restricted stock compensation
Number of shares to be issued or disposed of13,000 common shares (new shares)
Issue price and disposal priceNo monetary payment or contribution of property is required. The fair value per common share is ¥1,239.
Total issue value¥16,107,000 (total amount based on the fair value per common share)
Amount of funds to be raisedTotal payment amount: Not disclosed. Estimated net proceeds: Not disclosed (no payment required)
Payment dateNot applicable (no payment required)
Intended allotteeName 3 directors (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 13,000 shares
Intended allottee's holding policyFrom 22 July 2026 (the allotment date) until the date on which they retire as directors who are not Audit & Supervisory Committee Members, the recipients may not transfer, create security interests over, or otherwise dispose of the shares.
Dilution Rate0.15% (as a percentage of the total number of issued shares as of 31 March 2026)
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on the business day immediately preceding the unit grant date (26 June 2025) was ¥1,239. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 22 July 2026 (the allotment date) until the date on which the recipient retires as a director who is not an Audit & Supervisory Committee Member
Conditions for lifting transfer restrictionsIf a recipient retires from office due to death or any other reason that the Company’s Board of Directors considers legitimate, all transfer restrictions on the shares covered by this allotment held by the recipient will be lifted on the day following the retirement date. In the event of a corporate reorganization or similar transaction, the transfer restrictions will be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date of the corporate reorganization or similar transaction.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the transfer restriction period. In addition, if a recipient receives a sentence of imprisonment or a more severe punishment, becomes subject to the filing of a petition to commence bankruptcy, civil rehabilitation or other proceedings, has assets seized or otherwise becomes subject to compulsory execution, or becomes subject to disposition for delinquent payment of taxes or public dues during the transfer restriction period, the Company will acquire the relevant shares without consideration at that time.
Categories and Number of Persons Covered3 directors (excluding directors serving as Audit and Supervisory Committee members) · 13,000 shares
Total Stock-Based CompensationWithin an annual amount of ¥60 million under the existing monetary compensation limit (the compensation limit under the system)
Procedures under the Corporate Code of ConductAt the 25th Annual General Meeting of Shareholders held on 23 June 2023, approval was obtained to limit the total number of common shares issued or disposed of under this system to 60,000 shares per year and the amount to ¥60 million per year, among other matters.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock 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 link directors’ compensation to the Company’s performance and share value, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value between directors and shareholders.

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Notice Regarding the Issuance of New Shares as Performance-Linked Restricted Stock Compensation | VIS co.ltd. (5071) timely disclosure | Komori