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Share Issuance and Disposal6539MATCHING SERVICE JAPAN CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 5,213 treasury shares to 2 directors as restricted stock compensation. The shares will be allocated on 6 August 2026 and, in principle, may not be transferred until the recipients resign or retire from their positions as officers or employees.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,213Shares

5,213 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 5,213 shares

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

¥984 per share
Amount of funds to be raised

Total payment amount: ¥0 (grant without consideration); estimated net proceeds: ¥0

Total Stock-Based Compensation
Total disposal amount for this transaction: ¥5,129,592. Total compensation under the system: no more than ¥40 million per year.
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 6 August 2026 until immediately after the recipient resigns or retires from a designated position at the Company or one of its subsidiaries (the transfer restriction period for this disposal is 50 years)
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding a designated position at the Company or one of its subsidiaries throughout the service period, all of the shares allocated under this arrangement will be released from the transfer restrictions when the transfer restriction period expires. If the recipient resigns or retires upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the number of shares corresponding to the period of service will be released immediately after the resignation or retirement.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or becomes subject to any other specified event set out in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted immediately after the expiration of the transfer restriction period or other applicable date.
Categories and Number of Persons Covered
2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors, 5,213 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 6 August 2026 until immediately after the recipient resigns or retires from a designated position at the Company or one of its subsidiaries.
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 8 July 2026 was ¥984. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Committee. Approval of the compensation system and related matters was obtained at the ordinary general meeting of shareholders held on 25 June 2025.
Impact on Business Performance
No specific impact of this disposal of treasury shares on business performance was stated.
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 of5,213 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥984 per share
Amount of funds to be raisedTotal payment amount: ¥0 (grant without consideration); estimated net proceeds: ¥0
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 5,213 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 6 August 2026 until immediately after the recipient resigns or retires from a designated position at the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 8 July 2026 was ¥984. No discount or premium rate was stated.
Transfer restriction periodFrom 6 August 2026 until immediately after the recipient resigns or retires from a designated position at the Company or one of its subsidiaries (the transfer restriction period for this disposal is 50 years)
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding a designated position at the Company or one of its subsidiaries throughout the service period, all of the shares allocated under this arrangement will be released from the transfer restrictions when the transfer restriction period expires. If the recipient resigns or retires upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the number of shares corresponding to the period of service will be released immediately after the resignation or retirement.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or becomes subject to any other specified event set out in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted immediately after the expiration of the transfer restriction period or other applicable date.
Categories and Number of Persons Covered2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors, 5,213 shares
Total Stock-Based CompensationTotal disposal amount for this transaction: ¥5,129,592. Total compensation under the system: no more than ¥40 million per year.
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Committee. Approval of the compensation system and related matters was obtained at the ordinary general meeting of shareholders held on 25 June 2025.
Impact on Business PerformanceNo specific impact of this disposal of treasury shares on business performance was stated.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 for the sustainable enhancement of corporate value and promote value sharing with shareholders. The disposal is also intended to further enhance the motivation of the eligible directors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MATCHING SERVICE JAPAN CO.,LTD. (6539) timely disclosure | Komori