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Share Issuance and Disposal6460SEGA SAMMY HOLDINGS INC.Machinery

Notice Concerning the Disposal of Treasury Shares under the Post-Delivery Restricted Stock Unit (RSU) Plan and Performance Share Unit (PSU) Plan

Upon vesting of the RSUs and PSUs, 22,300 treasury shares will be delivered to 7 officers of domestic and overseas group companies who have retired. The shares will be disposed of in exchange for the in-kind contribution of monetary compensation claims, and therefore this does not constitute new fundraising.

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Direction
Neutral
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Scale
22300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares under the RSU and PSU plans

Who receives how much22,300Shares

22,300 shares of the Company's common stock

Directors and executive officers of the Company's domestic group companies who have retired5 / 2,400 shares (2,400 RSU shares + 0 PSU shares)
Officers of the Company's overseas group companies who have retired2 / 19,900 shares (16,000 RSU shares + 3,900 PSU 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.

¥2,229.5 per share
発行済株式総数

Less than 25%

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.

Categories and Number of Persons Covered
Category Directors and executive officers of the Company's domestic group companies who have retired / Number of Employees 5 / Number of allocated shares 2,400 shares, Category Officers of the Company's overseas group companies who have retired / Number of Employees 2 / Number of allocated shares 19,900 shares
Reason for acquisition without consideration
If a recipient is sentenced to a custodial sentence or more severe penalty, an application is filed to commence bankruptcy or similar proceedings, or the recipient retires from all positions as a director or executive officer of the Company or its subsidiaries, except in certain cases, among other circumstances, the recipient will lose the right to receive the share allocation.
Payment date
17 July 2026 (scheduled)
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 29 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,229.5. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' approval.
Impact on Business Performance
No impact on financial performance is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under the RSU and PSU plans
Number of shares to be issued or disposed of22,300 shares of the Company's common stock
Issue price and disposal price¥2,229.5 per share
Payment date17 July 2026 (scheduled)
Intended allotteeName Directors and executive officers of the Company's domestic group companies who have retired / Number of Employees 5 / Number of Shares 2,400 shares (2,400 RSU shares + 0 PSU shares), Name Officers of the Company's overseas group companies who have retired / Number of Employees 2 / Number of Shares 19,900 shares (16,000 RSU shares + 3,900 PSU shares)
Dilution RateLess than 25%
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 29 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,229.5. No discount or premium applies.
Reason for acquisition without considerationIf a recipient is sentenced to a custodial sentence or more severe penalty, an application is filed to commence bankruptcy or similar proceedings, or the recipient retires from all positions as a director or executive officer of the Company or its subsidiaries, except in certain cases, among other circumstances, the recipient will lose the right to receive the share allocation.
Categories and Number of Persons CoveredCategory Directors and executive officers of the Company's domestic group companies who have retired / Number of Employees 5 / Number of allocated shares 2,400 shares, Category Officers of the Company's overseas group companies who have retired / Number of Employees 2 / Number of allocated shares 19,900 shares
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' approval.
Impact on Business PerformanceNo impact on financial performance is stated.
Items this document does not state (17)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / 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 the recipients with the monetary compensation claims granted to them as retirement-related vesting of the RSUs and PSUs, through their contribution as property contributed in kind. The purpose of the plans is to further align the long-term interests of the recipients with those of shareholders and provide incentives to enhance corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares under the Post-Delivery Restricted Stock Unit (RSU) Plan and Performance Share Unit (PSU) Plan | SEGA SAMMY HOLDINGS INC. (6460) timely disclosure | Komori