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Share Issuance and Disposal5576O.B.System Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 4,230 treasury shares held by the Company as restricted stock compensation for directors and executive officers. The payment date is 17 July 2026.

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Neutral
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Scale
4230
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,230Shares

4,230 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)5 / 3,390 shares
The Company's executive officers4 / 840 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.

¥2,806 per share
Total issue value

¥11,869,380

Amount of funds to be raised
Total payment amount: ¥11,869,380; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥11,869,380. Total annual remuneration and other compensation for eligible directors: no more than ¥40 million.
発行済株式総数

Not applicable (as this is a disposal of treasury shares, the total number of issued shares will not increase)

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 17 July 2026 until the date on which the eligible recipient ceases to hold any position as a director, Audit & Supervisory Board Member or executive officer of the Company
Conditions for lifting transfer restrictions
In principle, the eligible recipient must continuously hold a position as a director, Audit & Supervisory Board Member or executive officer of the Company from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held thereafter (for executive officers, until the end of the first fiscal year thereafter). If the recipient ceases to hold the position for a justifiable reason, part of the restrictions will be lifted in proportion to the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will be lifted on a pro rata basis for the prescribed period.
Reason for acquisition without consideration
If the recipient ceases to hold any position as a director, Audit & Supervisory Board Member or executive officer of the Company before the prescribed date, except where the Board of Directors recognizes a justifiable reason. This also applies if any shares remain subject to restrictions when the transfer restriction period expires or on the effective date of a corporate reorganization or similar event.
Categories and Number of Persons Covered
The Company's directors (excluding outside directors): 5 people, 3,390 shares; the Company's executive officers: 4 people, 840 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of, and will be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 18 June 2026, ¥2,806. No discount or premium.
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 of4,230 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,806 per share
Total issue value¥11,869,380
Amount of funds to be raisedTotal payment amount: ¥11,869,380; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 3,390 shares, Name The Company's executive officers / Number of Employees 4 / Number of Shares 840 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of, and will be held and maintained in a designated account until the transfer restrictions are lifted.
Dilution RateNot applicable (as this is a disposal of treasury shares, the total number of issued shares will not increase)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 18 June 2026, ¥2,806. No discount or premium.
Transfer restriction periodFrom 17 July 2026 until the date on which the eligible recipient ceases to hold any position as a director, Audit & Supervisory Board Member or executive officer of the Company
Conditions for lifting transfer restrictionsIn principle, the eligible recipient must continuously hold a position as a director, Audit & Supervisory Board Member or executive officer of the Company from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held thereafter (for executive officers, until the end of the first fiscal year thereafter). If the recipient ceases to hold the position for a justifiable reason, part of the restrictions will be lifted in proportion to the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will be lifted on a pro rata basis for the prescribed period.
Reason for acquisition without considerationIf the recipient ceases to hold any position as a director, Audit & Supervisory Board Member or executive officer of the Company before the prescribed date, except where the Board of Directors recognizes a justifiable reason. This also applies if any shares remain subject to restrictions when the transfer restriction period expires or on the effective date of a corporate reorganization or similar event.
Categories and Number of Persons CoveredThe Company's directors (excluding outside directors): 5 people, 3,390 shares; the Company's executive officers: 4 people, 840 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥11,869,380. Total annual remuneration and other compensation for eligible directors: no more than ¥40 million.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal 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 with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders, and to implement the program as restricted stock compensation for the eligible recipients, including executive officers.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | O.B.System Inc. (5576) timely disclosure | Komori