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Share Issuance and Disposal6185SMN CorporationInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors

The Company resolved to dispose of 34,391 treasury shares without consideration to 2 directors as restricted stock. The shares may not be transferred for a specified period, until retirement or another event, and the restrictions will be lifted if conditions such as continued service are met.

Worth reading
38Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
34391
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,391Shares

34,391 common shares (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors)2 / 34,391 shares

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

¥378 per share (fair value)
Total issue value

¥12,999,798

Amount of funds to be raised
Total amount paid: Not applicable, as the shares will be granted without consideration. Estimated net proceeds: Not applicable.
Total Stock-Based Compensation
Up to ¥50 million per year (share-based compensation limit). The fair value for this transaction is ¥12,999,798.
Specific use of funds
Not applicable (shares granted without consideration)
発行済株式総数

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

Terms of the stock acquisition rights
Exercise price
None
Exercise period
None
Number of Stock Acquisition Rights
None
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the expiration of the restriction period or at other times specified in the agreement. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
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 24 July 2026 until the date on which the recipient loses any position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient loses the position due to death or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office.
Categories and Number of Persons Covered
2 directors of the Company (excluding directors who are Audit and Supervisory Committee members and non-executive directors), 34,391 shares
Intended allottee's holding policy
Transfers and other dispositions will be prohibited from the allotment date until the date on which the recipient loses any position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries. The Company will acquire without consideration any shares for which the restrictions are not lifted.
Basis for determining the amount to be paid
The amount was based on the closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, which was ¥378. The discount and premium rates are not applicable.
Procedures under the Corporate Code of Conduct
At the 28th Annual General Meeting of Shareholders held on 23 June 2025, approval was obtained for this plan and the limits on the number of shares and total compensation.
Impact on Business Performance
The documents do not state the impact of this disposal of treasury shares on financial results.
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 of34,391 common shares (treasury shares)
Issue price and disposal price¥378 per share (fair value)
Total issue value¥12,999,798
Amount of funds to be raisedTotal amount paid: Not applicable, as the shares will be granted without consideration. Estimated net proceeds: Not applicable.
Specific use of fundsNot applicable (shares granted without consideration)
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors) / Number of Employees 2 / Number of Shares 34,391 shares
Intended allottee's holding policyTransfers and other dispositions will be prohibited from the allotment date until the date on which the recipient loses any position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries. The Company will acquire without consideration any shares for which the restrictions are not lifted.
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 amount was based on the closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, which was ¥378. The discount and premium rates are not applicable.
Exercise priceNone
Exercise periodNone
Number of Stock Acquisition RightsNone
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient loses any position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient loses the position due to death or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the expiration of the restriction period or at other times specified in the agreement. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered2 directors of the Company (excluding directors who are Audit and Supervisory Committee members and non-executive directors), 34,391 shares
Total Stock-Based CompensationUp to ¥50 million per year (share-based compensation limit). The fair value for this transaction is ¥12,999,798.
Procedures under the Corporate Code of ConductAt the 28th Annual General Meeting of Shareholders held on 23 June 2025, approval was obtained for this plan and the limits on the number of shares and total compensation.
Impact on Business PerformanceThe documents do not state the impact of this disposal of treasury shares on financial results.
Items this document does not state (8)
Estimated issuance expensesPayment dateDilution RateUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 improvement in corporate value and shareholder value over the medium to long term, while further promoting value sharing with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors | SMN Corporation (6185) timely disclosure | Komori