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Share Issuance and Disposal6557AIAI Group CorporationInformation and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation for the Company's Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

The Company has resolved to issue 70,484 common shares to 3 directors, excluding Directors who are Audit and Supervisory Committee Members and Outside Directors, as restricted stock compensation. The payment date is 3 August 2026, and the issue price is ¥681 per share.

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Scale
70484
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much70,484Shares

New shares: 70,484 shares

3 Company directors, excluding Directors who are Audit and Supervisory Committee Members and Outside Directors: 70,484 shares

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

¥681 per share
Total issue value

¥47,999,604

Amount of funds to be raised
Total payment amount: ¥47,999,604; estimated net proceeds: Not disclosed
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 the payment date, 3 August 2026, until the time the recipient ceases to hold any position as a director of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient has held a position as a director of the Company or any of its subsidiaries during the transfer restriction period, all of the shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold the position due to death or any other legitimate reason, the restrictions will be released for the number of shares corresponding to the number of months in office. In the event of a reorganization or similar transaction, the restrictions will be released before the effective date for a reasonably determined number of shares.
Reason for acquisition without consideration
If it is determined that the recipient will cease to hold any position as a director of the Company or any of its subsidiaries for a reason other than death, expiry of the term of office, or any other legitimate reason. Even if the recipient ceases to hold the position for a legitimate reason, the Company will acquire without consideration any shares that remain subject to the transfer restrictions. The Company will also acquire without consideration any shares that remain subject to the transfer restrictions in the event of a reorganization or similar transaction.
Categories and Number of Persons Covered
3 Company directors, excluding Directors who are Audit and Supervisory Committee Members and Outside Directors: 70,484 shares
Intended allottee's holding policy
For a specified period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from the payment date until the time the recipient ceases to hold any position as a director of the Company or any of its subsidiaries.
Payment date
3 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥681. Discount rate/premium rate: Not disclosed
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 ofNew shares: 70,484 shares
Issue price and disposal price¥681 per share
Total issue value¥47,999,604
Amount of funds to be raisedTotal payment amount: ¥47,999,604; estimated net proceeds: Not disclosed
Payment date3 August 2026
Intended allottee3 Company directors, excluding Directors who are Audit and Supervisory Committee Members and Outside Directors: 70,484 shares
Intended allottee's holding policyFor a specified period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from the payment date until the time the recipient ceases to hold any position as a director of the Company or any of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥681. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom the payment date, 3 August 2026, until the time the recipient ceases to hold any position as a director of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient has held a position as a director of the Company or any of its subsidiaries during the transfer restriction period, all of the shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold the position due to death or any other legitimate reason, the restrictions will be released for the number of shares corresponding to the number of months in office. In the event of a reorganization or similar transaction, the restrictions will be released before the effective date for a reasonably determined number of shares.
Reason for acquisition without considerationIf it is determined that the recipient will cease to hold any position as a director of the Company or any of its subsidiaries for a reason other than death, expiry of the term of office, or any other legitimate reason. Even if the recipient ceases to hold the position for a legitimate reason, the Company will acquire without consideration any shares that remain subject to the transfer restrictions. The Company will also acquire without consideration any shares that remain subject to the transfer restrictions in the event of a reorganization or similar transaction.
Categories and Number of Persons Covered3 Company directors, excluding Directors who are Audit and Supervisory Committee Members and Outside Directors: 70,484 shares
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

In light of the increased roles and responsibilities of directors in responding to the rapidly changing business environment, the purpose is to heighten their awareness of contributing to medium- to long-term earnings growth and increased corporate value, and to promote the sharing of value with shareholders.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation for the Company's Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors) | AIAI Group Corporation (6557) timely disclosure | Komori