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Share Issuance and Disposal5867ES NETWORKS CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Grant of Restricted Stock (RS) to Company Employees Through the Disposal of Treasury Shares and Issuance of New Shares

A total of 37,009 shares will be allocated as restricted stock to 158 Company employees. This comprises the disposal of 18,814 treasury shares and the issuance of 18,195 new shares. The transfer restriction period will run from 2 June 2026 to 1 June 2028.

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45521070
¥
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Details of issuance or disposal

Grant of restricted stock (RS) through the disposal of treasury shares and issuance of new shares

Who receives how much

Disposal of treasury shares 18,814 common shares / Issuance of new shares 18,195 common shares / Total 37,009 common shares

158 Company employees, 37,009 shares

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

¥1,230 per share
Total issue value

¥45,521,070

Amount of funds to be raised
Total payment amount: ¥45,521,070; estimated net proceeds after deduction: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥45,521,070
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
2 June 2026 to 1 June 2028 (2 years)
Conditions for lifting transfer restrictions
Provided that the grant recipient continuously holds a position as a director of the Company or one of its subsidiaries (or an equivalent position) or as an employee throughout the transfer restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient leaves office or retires from employment due to expiration of the term of office, mandatory retirement, death, or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be released in proportion to the recipient's period of service, calculated in months, divided by 24.
Reason for acquisition without consideration
The Company will acquire for no consideration all shares whose transfer restrictions are not released, all shares held by a recipient who falls under certain circumstances, including leaving office or retiring from employment for a reason other than a legitimate one, and all shares held by a recipient who engages in conduct constituting a violation of laws or regulations.
Categories and Number of Persons Covered
158 Company employees, 37,009 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 dedicated account at 株式会社SBI証券.
Payment date
2 June 2026
Basis for determining the amount to be paid
The amount is equal to the closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 8 May 2026, the business day preceding the date of the Board of Directors' resolution. The price is ¥1,230 per share. The discount and premium rates are 0% (equal to the closing price).
Details of issuance or disposal
ItemDetails
Type of issuance or disposalGrant of restricted stock (RS) through the disposal of treasury shares and issuance of new shares
Number of shares to be issued or disposed ofDisposal of treasury shares 18,814 common shares / Issuance of new shares 18,195 common shares / Total 37,009 common shares
Issue price and disposal price¥1,230 per share
Total issue value¥45,521,070
Amount of funds to be raisedTotal payment amount: ¥45,521,070; estimated net proceeds after deduction: Not disclosed
Payment date2 June 2026
Intended allottee158 Company employees, 37,009 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 dedicated account at 株式会社SBI証券.
Basis for determining the amount to be paidThe amount is equal to the closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 8 May 2026, the business day preceding the date of the Board of Directors' resolution. The price is ¥1,230 per share. The discount and premium rates are 0% (equal to the closing price).
Transfer restriction period2 June 2026 to 1 June 2028 (2 years)
Conditions for lifting transfer restrictionsProvided that the grant recipient continuously holds a position as a director of the Company or one of its subsidiaries (or an equivalent position) or as an employee throughout the transfer restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient leaves office or retires from employment due to expiration of the term of office, mandatory retirement, death, or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be released in proportion to the recipient's period of service, calculated in months, divided by 24.
Reason for acquisition without considerationThe Company will acquire for no consideration all shares whose transfer restrictions are not released, all shares held by a recipient who falls under certain circumstances, including leaving office or retiring from employment for a reason other than a legitimate one, and all shares held by a recipient who engages in conduct constituting a violation of laws or regulations.
Categories and Number of Persons Covered158 Company employees, 37,009 shares
Total Stock-Based CompensationTotal monetary receivables: ¥45,521,070
Items this document does not state (14)
Estimated 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 an incentive to promote the sustained enhancement of the Company's corporate value and to further align the interests of the grant recipients with those of shareholders.

How to read this page

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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 Grant of Restricted Stock (RS) to Company Employees Through the Disposal of Treasury Shares and Issuance of New Shares | ES NETWORKS CO.,LTD. (5867) timely disclosure | Komori