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Share Issuance and Disposal7038Frontier Management Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 28,000 common shares to 6 executive officers and 5 employees as restricted stock compensation. The shares will be subject to transfer restrictions for 3 years, which will be lifted depending on factors including the achievement of performance targets.

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58In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
28000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much28,000Shares

28,000 common shares of the Company (new shares)

Executive officers of the Company (excluding those concurrently serving as directors)6 / 23,000 shares
The Company's employees5 / 5,000 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.

¥580 per share
Total issue value

¥16,240,000

Amount of funds to be raised
Total payment amount: ¥16,240,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥16,240,000
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 29 May 2026 to 28 May 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted at the end of the transfer restriction period, provided that the recipient continuously held one of the positions of director, audit & supervisory board member, executive officer or employee of the Company or its subsidiary during the transfer restriction period. The number of shares to be released will be determined based on the degree of achievement of the management targets under the medium-term management plan. In the event of retirement from office, resignation or death for a legitimate reason, part of the restrictions will be lifted based on the number of months in service.
Reason for acquisition without consideration
If any of the allocated shares remain subject to transfer restrictions when the transfer restrictions are scheduled to be lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will likewise automatically acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are scheduled to be lifted.
Categories and Number of Persons Covered
6 executive officers of the Company (excluding those concurrently serving as directors), 23,000 shares; 5 employees of the Company, 5,000 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer the shares, create security interests over them, make inter vivos gifts of them, or otherwise dispose of them, and must hold and maintain all of the allocated shares in a designated account until the transfer restrictions are lifted.
Payment date
29 May 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 14 April 2026, the business day immediately preceding the Board of Directors’ resolution, was ¥580. The discount and premium rates are 0%.
Most recent equity financing
Timing 13 February 2020 / Type Introduction of a restricted stock compensation plan for employees / Amount Not disclosed
Impact on Business Performance
No information is provided regarding the impact of this matter on financial performance.
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 of28,000 common shares of the Company (new shares)
Issue price and disposal price¥580 per share
Total issue value¥16,240,000
Amount of funds to be raisedTotal payment amount: ¥16,240,000; estimated net proceeds: Not disclosed
Payment date29 May 2026
Intended allotteeCategory Executive officers of the Company (excluding those concurrently serving as directors) / Number of Employees 6 / Number of Shares 23,000 shares, Category The Company's employees / Number of Employees 5 / Number of Shares 5,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer the shares, create security interests over them, make inter vivos gifts of them, or otherwise dispose of them, and must hold and maintain all of the allocated shares in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 14 April 2026, the business day immediately preceding the Board of Directors’ resolution, was ¥580. The discount and premium rates are 0%.
Transfer restriction periodFrom 29 May 2026 to 28 May 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted at the end of the transfer restriction period, provided that the recipient continuously held one of the positions of director, audit & supervisory board member, executive officer or employee of the Company or its subsidiary during the transfer restriction period. The number of shares to be released will be determined based on the degree of achievement of the management targets under the medium-term management plan. In the event of retirement from office, resignation or death for a legitimate reason, part of the restrictions will be lifted based on the number of months in service.
Reason for acquisition without considerationIf any of the allocated shares remain subject to transfer restrictions when the transfer restrictions are scheduled to be lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will likewise automatically acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are scheduled to be lifted.
Categories and Number of Persons Covered6 executive officers of the Company (excluding those concurrently serving as directors), 23,000 shares; 5 employees of the Company, 5,000 shares
Total Stock-Based CompensationTotal monetary claims: ¥16,240,000
Most recent equity financingTiming 13 February 2020 / Type Introduction of a restricted stock compensation plan for employees / Amount Not disclosed
Impact on Business PerformanceNo information is provided regarding the impact of this matter on financial performance.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 strengthen the recipients’ awareness of participating in management, encourage continued service, promote the sharing of value with shareholders, and enhance corporate and shareholder value over the medium to long term.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Frontier Management Inc. (7038) timely disclosure | Komori