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Share Issuance and Disposal6572OPEN Group,Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation

The Company resolved to dispose of 53,582 treasury shares as stock compensation for 20 employees of the Company and its subsidiaries and 3 business collaborators, to cover part of the additional burden incurred by them. The disposal price is ¥199 per share, with monetary compensation claims to be contributed in kind.

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Details of issuance or disposal

Disposal of treasury shares as stock compensation

Who receives how much53,582Shares

53,582 shares of the Company's common stock (treasury shares)

20 employees of the Company and its subsidiaries45,302 shares
3 business collaborators of the Company8,280 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.

¥199 per share
Total issue value

¥10,662,818

Amount of funds to be raised
Total amount paid in: ¥10,662,818; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation: ¥10,662,818
発行済株式総数

As this is solely a disposal of treasury shares, the total number of issued shares will not increase

Less than 25% (specific rate: Not disclosed)

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 Employees of the Company and its subsidiaries / Number of Employees 20 / Number of allocated shares 45,302 shares, Category Business collaborators of the Company / Number of Employees 3 / Number of allocated shares 8,280 shares
Intended allottee's holding policy
The 3 business collaborators intend to continue holding the acquired shares of the Company's common stock over the long term. The Company plans to obtain written undertakings under which they agree to report the details in writing to the Company if they transfer all or part of the shares within 2 years of the payment date, and to allow the Company to report the matter to the Tokyo Stock Exchange, among other matters. For employees: Not disclosed
Payment date
25 June 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 25 May 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥199. The discount and premium rates are 0% (not expressly stated).
Procedures under the Corporate Code of Conduct
As the dilution rate is below 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 shareholder intent.
Impact on Business Performance
The Company will apply the provision for losses related to the trust-type stock options recorded in the fiscal year ended February 2024 to the stock compensation expense, and therefore there will be no impact on results for the fiscal year ending February 2027.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as stock compensation
Number of shares to be issued or disposed of53,582 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥199 per share
Total issue value¥10,662,818
Amount of funds to be raisedTotal amount paid in: ¥10,662,818; estimated net proceeds: Not disclosed
Payment date25 June 2026
Intended allotteeName 20 employees of the Company and its subsidiaries / Number of Shares 45,302 shares, Name 3 business collaborators of the Company / Number of Shares 8,280 shares
Intended allottee's holding policyThe 3 business collaborators intend to continue holding the acquired shares of the Company's common stock over the long term. The Company plans to obtain written undertakings under which they agree to report the details in writing to the Company if they transfer all or part of the shares within 2 years of the payment date, and to allow the Company to report the matter to the Tokyo Stock Exchange, among other matters. For employees: Not disclosed
Dilution RateLess than 25% (specific rate: Not disclosed)
Total number of issued sharesAs this is solely a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 25 May 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥199. The discount and premium rates are 0% (not expressly stated).
Categories and Number of Persons CoveredCategory Employees of the Company and its subsidiaries / Number of Employees 20 / Number of allocated shares 45,302 shares, Category Business collaborators of the Company / Number of Employees 3 / Number of allocated shares 8,280 shares
Total Stock-Based CompensationTotal monetary compensation: ¥10,662,818
Procedures under the Corporate Code of ConductAs the dilution rate is below 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 shareholder intent.
Impact on Business PerformanceThe Company will apply the provision for losses related to the trust-type stock options recorded in the fiscal year ended February 2024 to the stock compensation expense, and therefore there will be no impact on results for the fiscal year ending February 2027.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationUnderwriter / 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.

Following the National Tax Agency's position, officers and employees and others incurred an additional burden in connection with the trust-type stock options, meaning that the incentives originally anticipated would not be realized. The purpose is to cover part of this additional burden. The Company will apply the provision for losses related to the trust-type stock options recorded in the fiscal year ended February 2024 to the stock compensation expense, and therefore states that there will be no impact on results for the fiscal year ending February 2027.

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Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation | OPEN Group,Inc. (6572) timely disclosure | Komori