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Share Issuance and Disposal6540SEMBA CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 26,844 common shares to 2 directors and 11 executive officers as restricted stock compensation. The payment date is 22 April 2026.

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Scale
26844
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much26,844Shares

26,844 common shares (new shares)

Directors (excluding directors who are Audit and Supervisory Committee members)2 / 10,369 shares
Executive officers who do not concurrently serve as directors (including executive fellows)11 / 16,475 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.

¥1,854 per share
Total issue value

¥49,768,776

Amount of funds to be raised
Total amount of monetary compensation receivables: ¥49,768,776. Approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥49,768,776
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
For the eligible directors, from the payment date until they cease to hold any position as a director or other officer of the Company or any of its subsidiaries. For executive officers who do not concurrently serve as directors, from the payment date until they cease to hold any position as an executive officer or other equivalent position.
Conditions for lifting transfer restrictions
For the service-based plan, the eligible directors must continuously hold a position as a director or other officer of the Company or any of its subsidiaries throughout the service period. For the performance-based plan, the eligible directors must remain in office throughout the service period and achieve consolidated net income of at least ¥1.6 billion for the fiscal year ending December 2026; the executive officers must remain in office throughout the specified period or otherwise satisfy the prescribed conditions, and achieve consolidated net income of at least ¥1.6 billion.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions remain in place at the end of the restriction period or at the time of release, any shares held by participants in the performance-based plan who cease to hold the relevant position during the specified service period, and any shares subject to organizational restructuring or similar events.
Categories and Number of Persons Covered
2 directors (excluding directors serving as Audit and Supervisory Committee members), 10,369 shares; 11 executive officers who do not concurrently serve as directors (including executive fellows), 16,475 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts.
Payment date
22 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,854. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
At the Ordinary General Meeting of Shareholders held on 27 March 2019, approval was obtained for the compensation system and compensation limits, among other matters. On this occasion, shareholder approval was obtained for changes to the restriction period.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of26,844 common shares (new shares)
Issue price and disposal price¥1,854 per share
Total issue value¥49,768,776
Amount of funds to be raisedTotal amount of monetary compensation receivables: ¥49,768,776. Approximate net proceeds: Not disclosed
Payment date22 April 2026
Intended allotteeCategory Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 2 / Number of Shares 10,369 shares, Category Executive officers who do not concurrently serve as directors (including executive fellows) / Number of Employees 11 / Number of Shares 16,475 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,854. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFor the eligible directors, from the payment date until they cease to hold any position as a director or other officer of the Company or any of its subsidiaries. For executive officers who do not concurrently serve as directors, from the payment date until they cease to hold any position as an executive officer or other equivalent position.
Conditions for lifting transfer restrictionsFor the service-based plan, the eligible directors must continuously hold a position as a director or other officer of the Company or any of its subsidiaries throughout the service period. For the performance-based plan, the eligible directors must remain in office throughout the service period and achieve consolidated net income of at least ¥1.6 billion for the fiscal year ending December 2026; the executive officers must remain in office throughout the specified period or otherwise satisfy the prescribed conditions, and achieve consolidated net income of at least ¥1.6 billion.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions remain in place at the end of the restriction period or at the time of release, any shares held by participants in the performance-based plan who cease to hold the relevant position during the specified service period, and any shares subject to organizational restructuring or similar events.
Categories and Number of Persons Covered2 directors (excluding directors serving as Audit and Supervisory Committee members), 10,369 shares; 11 executive officers who do not concurrently serve as directors (including executive fellows), 16,475 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥49,768,776
Procedures under the Corporate Code of ConductAt the Ordinary General Meeting of Shareholders held on 27 March 2019, approval was obtained for the compensation system and compensation limits, among other matters. On this occasion, shareholder approval was obtained for changes to the restriction period.
Items this document does not state (13)
Estimated 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 promote the sharing of value with shareholders through share ownership, provide incentives for the sustained enhancement of corporate value, and provide incentives for medium-term improvements in business performance and the share price.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | SEMBA CORPORATION (6540) timely disclosure | Komori