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Share Issuance and Disposal6071IBJ,Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 55,500 treasury shares as restricted stock compensation to 3 directors and 8 employees. The disposal price is ¥692 per share, and the payment date is 22 April 2026.

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Neutral
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Scale
55500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

55,500 shares of the Company's common stock (43,500 shares for 3 directors and 12,000 shares for 8 employees)

Directors of the Company (excluding outside directors)3 / 43,500 shares
Employees of the Company8 independent officers / 12,000 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.

¥692 per share
Total issue value

¥38,406,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥38,406,000. Total annual remuneration, including compensation for directors, is limited to ¥240 million.
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
22 April 2026 to 21 April 2031 (5 years)
Conditions for lifting transfer restrictions
Provided that the holder remains a director or employee of the Company or one of its subsidiaries through the date of the first annual general meeting of shareholders held after 22 April 2026, all of the allocated shares held at the end of the restriction period will be released from the restrictions. In the event of resignation or retirement for a valid reason, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If, without a valid reason, the holder resigns or retires from all positions as a director or employee of the Company and its subsidiaries before the day preceding the first annual general meeting of shareholders to be held after 22 April 2026. If any shares remain subject to transfer restrictions at the end of the restriction period. If any shares remain subject to transfer restrictions in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors), 43,500 shares; 8 employees of the Company, 12,000 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to third parties, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. They will be held and maintained in designated accounts at SMBC Nikko Securities until the transfer restrictions are lifted.
Payment date
22 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 26 March 2026, which was ¥692. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The introduction of the restricted stock compensation plan was approved at the 15th annual general meeting of shareholders, and the total amount of monetary compensation claims, the maximum number of shares and the restriction period were approved at the 17th annual general meeting of shareholders. The plan is reviewed on an ongoing basis by the Nomination and Compensation Committee and other bodies.
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 of55,500 shares of the Company's common stock (43,500 shares for 3 directors and 12,000 shares for 8 employees)
Issue price and disposal price¥692 per share
Total issue value¥38,406,000
Payment date22 April 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 43,500 shares, Name Employees of the Company / Number of Employees 8 independent officers / Number of Shares 12,000 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to third parties, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. They will be held and maintained in designated accounts at SMBC Nikko Securities until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 26 March 2026, which was ¥692. No discount or premium was stated.
Transfer restriction period22 April 2026 to 21 April 2031 (5 years)
Conditions for lifting transfer restrictionsProvided that the holder remains a director or employee of the Company or one of its subsidiaries through the date of the first annual general meeting of shareholders held after 22 April 2026, all of the allocated shares held at the end of the restriction period will be released from the restrictions. In the event of resignation or retirement for a valid reason, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf, without a valid reason, the holder resigns or retires from all positions as a director or employee of the Company and its subsidiaries before the day preceding the first annual general meeting of shareholders to be held after 22 April 2026. If any shares remain subject to transfer restrictions at the end of the restriction period. If any shares remain subject to transfer restrictions in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors), 43,500 shares; 8 employees of the Company, 12,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥38,406,000. Total annual remuneration, including compensation for directors, is limited to ¥240 million.
Procedures under the Corporate Code of ConductThe introduction of the restricted stock compensation plan was approved at the 15th annual general meeting of shareholders, and the total amount of monetary compensation claims, the maximum number of shares and the restriction period were approved at the 17th annual general meeting of shareholders. The plan is reviewed on an ongoing basis by the Nomination and Compensation Committee and other bodies.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 enable the directors and employees to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to enhancing corporate value and raising the share price.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | IBJ,Inc. (6071) timely disclosure | Komori