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Share Issuance and Disposal7043Alue Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Issuance of New Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to issue 4,500 common shares to 2 directors and 1 executive officer through an in-kind contribution of monetary compensation claims. The shares will be subject to transfer restrictions from 15 May 2026 to 14 May 2029.

Worth reading
55In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
4500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock

Who receives how much4,500Shares

4,500 common shares

2 directors, excluding outside directors3,200 shares
1 executive officer1,300 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.

¥868 per share
Total issue value

¥3,906,000

Amount of funds to be raised
Total payment amount of ¥3,906,000; estimated net proceeds Not disclosed
Total Stock-Based Compensation
¥3,906,000 (monetary compensation claims)
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 15 May 2026 to 14 May 2029 (approximately 3 years)
Conditions for lifting transfer restrictions
The eligible officer must continuously hold the position of director or executive officer of the Company from 15 May 2026 until the conclusion of the Company's annual general meeting of shareholders for the fiscal year ending December 2026. If the eligible officer loses the position due to death or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 2 / Number of allocated shares 3,200 shares, Category Executive officers / Number of Employees 1 / Number of allocated shares 1,300 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. Subject to the eligible officer continuously holding the position of director or executive officer for the prescribed period and other conditions, the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Payment date
15 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 17 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥868. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 17th Annual General Meeting of Shareholders held on 27 March 2020, approval was obtained for the payment of monetary compensation claims of up to ¥10,000 thousand per year as property contributed in kind for the issuance of restricted stock, among other matters.
Impact on Business Performance
Impact on business performance from this issuance of new shares Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock
Number of shares to be issued or disposed of4,500 common shares
Issue price and disposal price¥868 per share
Total issue value¥3,906,000
Amount of funds to be raisedTotal payment amount of ¥3,906,000; estimated net proceeds Not disclosed
Payment date15 May 2026
Intended allotteeName 2 directors, excluding outside directors / Number of Shares 3,200 shares, Name 1 executive officer / Number of Shares 1,300 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. Subject to the eligible officer continuously holding the position of director or executive officer for the prescribed period and other conditions, the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 17 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥868. No discount or premium applies.
Transfer restriction periodFrom 15 May 2026 to 14 May 2029 (approximately 3 years)
Conditions for lifting transfer restrictionsThe eligible officer must continuously hold the position of director or executive officer of the Company from 15 May 2026 until the conclusion of the Company's annual general meeting of shareholders for the fiscal year ending December 2026. If the eligible officer loses the position due to death or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 2 / Number of allocated shares 3,200 shares, Category Executive officers / Number of Employees 1 / Number of allocated shares 1,300 shares
Total Stock-Based Compensation¥3,906,000 (monetary compensation claims)
Procedures under the Corporate Code of ConductAt the 17th Annual General Meeting of Shareholders held on 27 March 2020, approval was obtained for the payment of monetary compensation claims of up to ¥10,000 thousand per year as property contributed in kind for the issuance of restricted stock, among other matters.
Impact on Business PerformanceImpact on business performance from this issuance of new shares Not disclosed
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 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 provide an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The Company also considered the purpose of the plan, its business performance, the scope of the responsibilities of the eligible officers and other relevant factors.

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Notice Concerning the Issuance of New Shares as Restricted Stock to Directors and Executive Officers | Alue Co.,Ltd. (7043) timely disclosure | Komori