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Share Issuance and Disposal5261RESOL HOLDINGS Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 901 treasury shares held by the Company as restricted stock compensation for 3 directors. The disposal price is ¥7,290 per share, for a total of ¥6,568,290.

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Scale
901
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much901Shares

901 shares of the Company's common stock (treasury shares)

3 directors (excluding outside directors), 901 shares

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

¥7,290 per share
Amount of funds to be raised

As the entire amount of the monetary remuneration receivables will be contributed in kind, no cash will be raised. Total monetary remuneration receivables: ¥6,568,290

Total Stock-Based Compensation
Total monetary remuneration receivables: ¥6,568,290. The compensation limit under the system is ¥30 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 23 July 2026 until immediately after the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds the position of director of the Company from the month including the disposal date until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter, all transfer restrictions will be lifted when the transfer restriction period expires. If the director ceases to hold office upon expiration of the term of office, reaching retirement age or for another legitimate reason, a certain proportion of the transfer restrictions will be lifted immediately after the director's departure.
Reason for acquisition without consideration
If a director ceases to hold office for a reason other than a legitimate reason, if any shares remain subject to transfer restrictions when the transfer restriction period expires or the transfer restrictions are lifted, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar event, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered
3 directors (excluding outside directors), 901 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a designated account. The transfer restriction period will run until immediately after the eligible director ceases to hold the position of director of the Company.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 25 June 2026 was ¥7,290. The disposal price was determined based on the closing price on the business day preceding the date of the Board of Directors' resolution, within a range that would not constitute a particularly advantageous price. No discount or premium rate is disclosed.
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 of901 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥7,290 per share
Amount of funds to be raisedAs the entire amount of the monetary remuneration receivables will be contributed in kind, no cash will be raised. Total monetary remuneration receivables: ¥6,568,290
Payment date23 July 2026
Intended allottee3 directors (excluding outside directors), 901 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a designated account. The transfer restriction period will run until immediately after the eligible director ceases to hold the position of director of the Company.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 25 June 2026 was ¥7,290. The disposal price was determined based on the closing price on the business day preceding the date of the Board of Directors' resolution, within a range that would not constitute a particularly advantageous price. No discount or premium rate is disclosed.
Transfer restriction periodFrom 23 July 2026 until immediately after the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds the position of director of the Company from the month including the disposal date until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter, all transfer restrictions will be lifted when the transfer restriction period expires. If the director ceases to hold office upon expiration of the term of office, reaching retirement age or for another legitimate reason, a certain proportion of the transfer restrictions will be lifted immediately after the director's departure.
Reason for acquisition without considerationIf a director ceases to hold office for a reason other than a legitimate reason, if any shares remain subject to transfer restrictions when the transfer restriction period expires or the transfer restrictions are lifted, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar event, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered3 directors (excluding outside directors), 901 shares
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥6,568,290. The compensation limit under the system is ¥30 million per year.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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.

The disposal was made as part of performance-linked compensation under a system designed to provide the eligible directors with medium- to long-term incentives and share the value of the shares with shareholders, taking into consideration the purpose of the system, the Company's business conditions, the scope of each eligible director's responsibilities and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | RESOL HOLDINGS Co.,Ltd. (5261) timely disclosure | Komori