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Share Issuance and Disposal5258Transaction Media Networks Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 30,100 treasury shares to 4 directors and 2 executive officers as restricted stock compensation. The total disposal price is ¥13,183,800, and the payment date is 14 August 2026.

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Neutral
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Scale
30100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much30,100Shares

30,100 common shares of the Company (treasury shares)

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors22,500 shares
2 executive officers who do not concurrently serve as directors of the Company7,600 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.

¥438 per share
Amount of funds to be raised

The total monetary claims of ¥13,183,800 paid in as property contributed in kind. Approximate net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary claims: ¥13,183,800. The shareholders' meeting has approved the provision of monetary claims of up to ¥55 million per year to eligible directors and the issuance or disposal of up to 80,000 common shares 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 14 August 2026 until the later of the time immediately following the eligible person's retirement or resignation from a prescribed position at the Company or one of its subsidiaries, or 1 July 2027
Conditions for lifting transfer restrictions
Provided that the eligible person continuously holds a prescribed position at the Company or one of its subsidiaries throughout the service period, the transfer restrictions on all of the allotted shares will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation for a valid reason, the restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the person's period of service.
Reason for acquisition without consideration
If an eligible person violates any law or regulation during the transfer restriction period or falls under any other specified circumstance set out in the allotment agreement, the Company will acquire all of the allotted shares held by that person without consideration. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted immediately after the time when the restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration all shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 22,500 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 7,600 shares
Intended allottee's holding policy
For a certain period, the allottees are prohibited under the restricted stock allotment agreements from transferring the allocated common shares of the Company to any third party, creating security interests over them or otherwise disposing of them in any way.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥438. 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 of30,100 common shares of the Company (treasury shares)
Issue price and disposal price¥438 per share
Amount of funds to be raisedThe total monetary claims of ¥13,183,800 paid in as property contributed in kind. Approximate net proceeds: Not disclosed
Payment date14 August 2026
Intended allotteeCategory 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 22,500 shares, Category 2 executive officers who do not concurrently serve as directors of the Company / Number of Shares 7,600 shares
Intended allottee's holding policyFor a certain period, the allottees are prohibited under the restricted stock allotment agreements from transferring the allocated common shares of the Company to any third party, creating security interests over them or otherwise disposing of them in any way.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥438. No discount or premium rate is stated.
Transfer restriction periodFrom 14 August 2026 until the later of the time immediately following the eligible person's retirement or resignation from a prescribed position at the Company or one of its subsidiaries, or 1 July 2027
Conditions for lifting transfer restrictionsProvided that the eligible person continuously holds a prescribed position at the Company or one of its subsidiaries throughout the service period, the transfer restrictions on all of the allotted shares will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation for a valid reason, the restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the person's period of service.
Reason for acquisition without considerationIf an eligible person violates any law or regulation during the transfer restriction period or falls under any other specified circumstance set out in the allotment agreement, the Company will acquire all of the allotted shares held by that person without consideration. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted immediately after the time when the restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration all shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 22,500 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 7,600 shares
Total Stock-Based CompensationTotal monetary claims: ¥13,183,800. The shareholders' meeting has approved the provision of monetary claims of up to ¥55 million per year to eligible directors and the issuance or disposal of up to 80,000 common shares per year.
Items this document does not state (15)
Total issue valueEstimated 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 the eligible directors and other recipients with an incentive to sustainably increase corporate value and promote the sharing of value with shareholders, as well as to further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Transaction Media Networks Inc. (5258) timely disclosure | Komori