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Share Issuance and Disposal7046TDSE Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Performance-Linked Share-Based Compensation

The Company resolved to allocate 21,175 treasury shares to 3 eligible directors as performance-linked share compensation. The shares will be subject to transfer restrictions linked to fiscal 2029 revenue and operating profit, among other metrics, and shares corresponding to unmet conditions will be acquired by the Company for no consideration.

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47Recurring
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Direction
Neutral
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Scale
21175
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-linked stock compensation

Who receives how much21,175Shares

21,175 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors and directors serving as Audit and Supervisory Committee members)21,175 shares

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

¥1,272 per share
Total issue value

¥26,934,600

Amount of funds to be raised
Total payment amount: ¥26,934,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥26,934,600
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 the disposal date until the date on which the annual securities report for the fiscal year ending March 2029 is filed, and from the day after the determination date until the eligible director ceases to hold a position specified by the Company's Board of Directors
Conditions for lifting transfer restrictions
As a continued-service condition, the eligible director must continuously hold the specified position until the date on which the annual securities report for the fiscal year ending March 2029 is filed. As performance conditions, revenue and operating profit for the fiscal year ending March 2029 must reach the specified levels. The release rate for revenue is 0% below ¥3.5 billion and 100% at ¥4.5 billion or more. The release rate for operating profit is 0% below ¥210 million and 100% at ¥360 million or more. The number of shares released will be calculated by multiplying the number of shares held by the average of the two release rates.
Reason for acquisition without consideration
On the determination date, the Company will acquire for no consideration all shares for which the transfer restrictions have not been released. In addition, if an eligible director is subject to a specified violation or other event prescribed by the Board of Directors during the transfer restriction period, including a criminal sentence of imprisonment or more severe punishment, engagement in a competing business, or a material violation of laws, regulations or internal rules, the Company will acquire all or part of the shares for no consideration.
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members; 21,175 shares
Intended allottee's holding policy
The allocated shares may not be transferred, pledged, or otherwise disposed of from the disposal date until the date on which the annual securities report for the fiscal year ending March 2029 is filed, or from the day after that filing date until the eligible director ceases to hold a position specified by the Company.
Payment date
27 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 26 June 2026 was ¥1,272. This was the same as the closing price on the immediately preceding business day, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 13th Annual General Meeting of Shareholders held on 29 June 2026, approval was obtained for the introduction of a performance-linked share compensation plan.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked stock compensation
Number of shares to be issued or disposed of21,175 common shares of the Company (treasury shares)
Issue price and disposal price¥1,272 per share
Total issue value¥26,934,600
Amount of funds to be raisedTotal payment amount: ¥26,934,600; estimated net proceeds: Not disclosed
Payment date27 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Shares 21,175 shares
Intended allottee's holding policyThe allocated shares may not be transferred, pledged, or otherwise disposed of from the disposal date until the date on which the annual securities report for the fiscal year ending March 2029 is filed, or from the day after that filing date until the eligible director ceases to hold a position specified by the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 June 2026 was ¥1,272. This was the same as the closing price on the immediately preceding business day, with no discount or premium.
Transfer restriction periodFrom the disposal date until the date on which the annual securities report for the fiscal year ending March 2029 is filed, and from the day after the determination date until the eligible director ceases to hold a position specified by the Company's Board of Directors
Conditions for lifting transfer restrictionsAs a continued-service condition, the eligible director must continuously hold the specified position until the date on which the annual securities report for the fiscal year ending March 2029 is filed. As performance conditions, revenue and operating profit for the fiscal year ending March 2029 must reach the specified levels. The release rate for revenue is 0% below ¥3.5 billion and 100% at ¥4.5 billion or more. The release rate for operating profit is 0% below ¥210 million and 100% at ¥360 million or more. The number of shares released will be calculated by multiplying the number of shares held by the average of the two release rates.
Reason for acquisition without considerationOn the determination date, the Company will acquire for no consideration all shares for which the transfer restrictions have not been released. In addition, if an eligible director is subject to a specified violation or other event prescribed by the Board of Directors during the transfer restriction period, including a criminal sentence of imprisonment or more severe punishment, engagement in a competing business, or a material violation of laws, regulations or internal rules, the Company will acquire all or part of the shares for no consideration.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members; 21,175 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥26,934,600
Procedures under the Corporate Code of ConductAt the 13th Annual General Meeting of Shareholders held on 29 June 2026, approval was obtained for the introduction of a performance-linked share compensation plan.
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 clarify the linkage between the compensation of the eligible directors and medium- to long-term performance and share value, provide incentives to execute the key strategies of the medium-term management plan (SHIFT2028) and achieve its performance targets, and promote value sharing between the eligible directors and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Performance-Linked Share-Based Compensation | TDSE Inc. (7046) timely disclosure | Komori