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Share Issuance and Disposal7042ACCESS GROUP HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Issuance of New Shares as Restricted Stock-Based Compensation for Directors and Others

The Company resolved to issue 34,700 common shares as restricted stock compensation to its directors, audit & supervisory board members and subsidiary directors. The eligible recipients will make an in-kind contribution of the monetary compensation receivables granted to them and acquire the shares at ¥650 per share.

Worth reading
58In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
34700
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much34,700Shares

34,700 common shares (new shares)

7 directors of the Company (excluding outside directors)24,800 shares
1 of the Company's corporate auditors (excluding part-time corporate auditors)700 shares
9 directors of the Company's subsidiaries9,200 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.

¥650 per share
Total issue value

¥22,555,000

Amount of funds to be raised
Total payment amount: ¥22,555,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥22,555,000. Directors' compensation is capped at ¥35 million per year, and audit & supervisory board members' compensation at ¥2 million per year.
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 10 August 2026 until the date on which the eligible officer ceases to hold any position as a director or audit & supervisory board member of the Company or an eligible subsidiary, provided that in certain cases the period will run until the date on which the Company's semiannual report for fiscal 2026 is filed
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director or audit & supervisory board member of the Company or an eligible subsidiary from 10 August 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed valid by the Company's Board of Directors, the restrictions will be lifted in part in proportion to the number of months in office.
Reason for acquisition without consideration
At the end of the restriction period or another time specified in the agreement, the Company will automatically acquire without consideration any of the allocated shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 24,800 shares, Category The Company's corporate auditors (excluding part-time corporate auditors) / Number of Employees 1 / Number of allocated shares 700 shares, Category Directors of subsidiaries of the Company / Number of Employees 9 / Number of allocated shares 9,200 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period will run from 10 August 2026 until the date on which the eligible officer ceases to hold any position as a director or audit & supervisory board member of the Company or an eligible subsidiary, provided that if this date falls before the date on which the Company's semiannual report for fiscal 2026 is filed, the restriction period will end on that filing date.
Payment date
10 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 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥650. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the ordinary general meeting of shareholders held on 26 June 2026, the payment of monetary compensation receivables and the restricted stock compensation plan for directors were approved. The corresponding matters for audit & supervisory board members were approved at the ordinary general meeting of shareholders held on 24 December 2020.
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 of34,700 common shares (new shares)
Issue price and disposal price¥650 per share
Total issue value¥22,555,000
Amount of funds to be raisedTotal payment amount: ¥22,555,000; estimated net proceeds: Not disclosed
Payment date10 August 2026
Intended allotteeName 7 directors of the Company (excluding outside directors) / Number of Shares 24,800 shares, Name 1 of the Company's corporate auditors (excluding part-time corporate auditors) / Number of Shares 700 shares, Name 9 directors of the Company's subsidiaries / Number of Shares 9,200 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period will run from 10 August 2026 until the date on which the eligible officer ceases to hold any position as a director or audit & supervisory board member of the Company or an eligible subsidiary, provided that if this date falls before the date on which the Company's semiannual report for fiscal 2026 is filed, the restriction period will end on that filing date.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥650. No discount or premium applies.
Transfer restriction periodFrom 10 August 2026 until the date on which the eligible officer ceases to hold any position as a director or audit & supervisory board member of the Company or an eligible subsidiary, provided that in certain cases the period will run until the date on which the Company's semiannual report for fiscal 2026 is filed
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director or audit & supervisory board member of the Company or an eligible subsidiary from 10 August 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed valid by the Company's Board of Directors, the restrictions will be lifted in part in proportion to the number of months in office.
Reason for acquisition without considerationAt the end of the restriction period or another time specified in the agreement, the Company will automatically acquire without consideration any of the allocated shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 24,800 shares, Category The Company's corporate auditors (excluding part-time corporate auditors) / Number of Employees 1 / Number of allocated shares 700 shares, Category Directors of subsidiaries of the Company / Number of Employees 9 / Number of allocated shares 9,200 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥22,555,000. Directors' compensation is capped at ¥35 million per year, and audit & supervisory board members' compensation at ¥2 million per year.
Procedures under the Corporate Code of ConductAt the ordinary general meeting of shareholders held on 26 June 2026, the payment of monetary compensation receivables and the restricted stock compensation plan for directors were approved. The corresponding matters for audit & supervisory board members were approved at the ordinary general meeting of shareholders held on 24 December 2020.
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 provide incentives for the sustained enhancement of corporate and shareholder value over the medium to long term, the sharing of value with shareholders, the prevention of damage to corporate value, and the maintenance of trust.

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Notice Concerning the Issuance of New Shares as Restricted Stock-Based Compensation for Directors and Others | ACCESS GROUP HOLDINGS CO.,LTD. (7042) timely disclosure | Komori