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Share Issuance and Disposal6047Gunosy Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 41,000 treasury shares as restricted stock compensation to 5 directors and executive officers. The disposal price is ¥420 per share, and the transfer restriction period is 3 years.

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47Recurring
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Direction
Neutral
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Scale
41000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much41,000Shares

41,000 common shares (treasury shares)

Directors of the Company (excluding outside directors)4 / 36,000 shares
The Company's executive officers who do not concurrently serve as directors1 / 5,000 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.

¥420 per share
Total issue value

¥17,220,000

Amount of funds to be raised
Total payment amount of ¥17,220,000 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation claims of ¥17,220,000
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
3 years (16 September 2026 to 15 September 2029)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted at the end of the transfer restriction period, provided that the recipient continuously holds a position as a director of the Company or its subsidiary, or as an executive officer who does not concurrently serve as a director, throughout the transfer restriction period. If the recipient leaves office or employment upon expiration of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be lifted for the number of shares determined based on the recipient's months of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares whose restrictions have not been released as of the expiry of the restriction period or the date on which the restrictions are released. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose restrictions remain in place after the restrictions are released.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 36,000 shares; 1 executive officer of the Company who does not concurrently serve as a director, 5,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 16 September 2026 to 15 September 2029.
Payment date
16 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥420. No discount or premium was applied.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not 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 of41,000 common shares (treasury shares)
Issue price and disposal price¥420 per share
Total issue value¥17,220,000
Amount of funds to be raisedTotal payment amount of ¥17,220,000 (estimated net proceeds: Not disclosed)
Payment date16 September 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 36,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of Shares 5,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 16 September 2026 to 15 September 2029.
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 shares on the Tokyo Stock Exchange on 25 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥420. No discount or premium was applied.
Transfer restriction period3 years (16 September 2026 to 15 September 2029)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted at the end of the transfer restriction period, provided that the recipient continuously holds a position as a director of the Company or its subsidiary, or as an executive officer who does not concurrently serve as a director, throughout the transfer restriction period. If the recipient leaves office or employment upon expiration of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be lifted for the number of shares determined based on the recipient's months of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares whose restrictions have not been released as of the expiry of the restriction period or the date on which the restrictions are released. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose restrictions remain in place after the restrictions are released.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 36,000 shares; 1 executive officer of the Company who does not concurrently serve as a director, 5,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥17,220,000
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
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 RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 achieve sustained enhancement of corporate value and promote value sharing with shareholders, as well as to secure talented personnel and enhance the motivation of the eligible directors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Gunosy Inc. (6047) timely disclosure | Komori