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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 44,998 restricted shares to 4 directors, with the number of shares linked to the achievement of the medium-term management plan and improvements in corporate value. The shares will be allocated on 6 July 2026 and will be subject to transfer restrictions through 5 July 2029.

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Direction
Neutral
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Scale
44998
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much44,998Shares

44,998 common shares of the Company (new shares)

4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members and outside directors44,998 shares

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

¥610 per share
Total issue value

¥27,448,780

Total Stock-Based Compensation
¥27,448,780
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 July 2026 through 5 July 2029 (approximately 3 years)
Conditions for lifting transfer restrictions
In principle, following the end of the period covered by the medium-term management plan, the number of shares to be released will be determined based on the degree of achievement of management targets during the period and the extent of improvement in corporate value, among other factors, and the restrictions will be lifted upon expiry of the transfer restriction period. In the event of retirement upon expiry of the term of office, death or other legitimate reasons, the terms will be reasonably adjusted by resolution of the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions are not lifted when the number of shares to be released is determined. A clawback provision will apply under certain circumstances, including serious accounting fraud or substantial losses, requiring the return without consideration of all or part of the stock-based compensation already granted.
Categories and Number of Persons Covered
4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members and outside directors; 44,998 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and all allocated shares will be held and maintained in a dedicated account until the transfer restrictions are lifted.
Payment date
Not applicable (shares will be allocated on 6 July 2026)
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the Board of Directors meeting, 11 June 2026, was ¥610. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The resolution was approved by the Board of Directors following deliberation and recommendations by the voluntary Nomination and Compensation Advisory Committee.
Impact on Business Performance
No impact on operating performance from this issuance of new shares is specified.
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 of44,998 common shares of the Company (new shares)
Issue price and disposal price¥610 per share
Total issue value¥27,448,780
Payment dateNot applicable (shares will be allocated on 6 July 2026)
Intended allotteeCategory 4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members and outside directors / Number of Shares 44,998 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and all allocated shares will be held and maintained in a dedicated 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 the business day immediately preceding the Board of Directors meeting, 11 June 2026, was ¥610. No discount or premium rate was stated.
Transfer restriction periodFrom 6 July 2026 through 5 July 2029 (approximately 3 years)
Conditions for lifting transfer restrictionsIn principle, following the end of the period covered by the medium-term management plan, the number of shares to be released will be determined based on the degree of achievement of management targets during the period and the extent of improvement in corporate value, among other factors, and the restrictions will be lifted upon expiry of the transfer restriction period. In the event of retirement upon expiry of the term of office, death or other legitimate reasons, the terms will be reasonably adjusted by resolution of the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions are not lifted when the number of shares to be released is determined. A clawback provision will apply under certain circumstances, including serious accounting fraud or substantial losses, requiring the return without consideration of all or part of the stock-based compensation already granted.
Categories and Number of Persons Covered4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members and outside directors; 44,998 shares
Total Stock-Based Compensation¥27,448,780
Procedures under the Corporate Code of ConductThe resolution was approved by the Board of Directors following deliberation and recommendations by the voluntary Nomination and Compensation Advisory Committee.
Impact on Business PerformanceNo impact on operating performance from this issuance of new shares is specified.
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 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 link between compensation for the eligible directors and performance, enhance incentives to achieve short-, medium- and long-term performance targets and sustainably increase corporate value, and promote value sharing with shareholders.

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