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

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,938 treasury shares without consideration to 3 directors as restricted stock compensation. The shares may not be transferred or otherwise disposed of until the directors retire, and the restrictions will be lifted if the prescribed service conditions are met.

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42Recurring
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Direction
Neutral
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Scale
8938
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

8,938 common shares (the description of the plan in the body of the notice also states 6,818 shares)

3 directors (excluding outside directors): 8,938 shares

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

No consideration (fair value per share: ¥1,272)
Total issue value

No consideration (total fair value: ¥11,369,136)

Amount of funds to be raised
Total amount payable: not applicable; estimated net proceeds: not applicable
Total Stock-Based Compensation
Up to ¥24 million per year (total under the plan)
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 27 July 2026 (the allotment date) until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the Company throughout the service period, from the date of the annual general meeting of shareholders immediately preceding the allotment date to the date of the annual general meeting of shareholders held in the following year, all of the restricted shares allotted will be released from the restrictions when the restricted period expires.
Reason for acquisition without consideration
The Company will acquire without consideration any allotted shares for which the transfer restrictions have not been lifted when the restricted period expires. The Company will also acquire shares without consideration if the recipient commits a violation of applicable laws or regulations, internal rules or agreements, or in any other case where such acquisition without consideration is deemed appropriate.
Categories and Number of Persons Covered
3 directors (excluding outside directors): 8,938 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of until the date of retirement.
Basis for determining the amount to be paid
The closing price of ¥1,272 on the Tokyo Stock Exchange on 26 June 2026 was used as the basis for calculating fair value. The discount and premium rates were not disclosed.
Procedures under the Corporate Code of Conduct
The plan was approved at the 8th Annual General Meeting of Shareholders held on 25 June 2021 and the 13th Annual General Meeting of Shareholders held on 29 June 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of8,938 common shares (the description of the plan in the body of the notice also states 6,818 shares)
Issue price and disposal priceNo consideration (fair value per share: ¥1,272)
Total issue valueNo consideration (total fair value: ¥11,369,136)
Amount of funds to be raisedTotal amount payable: not applicable; estimated net proceeds: not applicable
Intended allottee3 directors (excluding outside directors): 8,938 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of until the date of retirement.
Basis for determining the amount to be paidThe closing price of ¥1,272 on the Tokyo Stock Exchange on 26 June 2026 was used as the basis for calculating fair value. The discount and premium rates were not disclosed.
Transfer restriction periodFrom 27 July 2026 (the allotment date) until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the Company throughout the service period, from the date of the annual general meeting of shareholders immediately preceding the allotment date to the date of the annual general meeting of shareholders held in the following year, all of the restricted shares allotted will be released from the restrictions when the restricted period expires.
Reason for acquisition without considerationThe Company will acquire without consideration any allotted shares for which the transfer restrictions have not been lifted when the restricted period expires. The Company will also acquire shares without consideration if the recipient commits a violation of applicable laws or regulations, internal rules or agreements, or in any other case where such acquisition without consideration is deemed appropriate.
Categories and Number of Persons Covered3 directors (excluding outside directors): 8,938 shares
Total Stock-Based CompensationUp to ¥24 million per year (total under the plan)
Procedures under the Corporate Code of ConductThe plan was approved at the 8th Annual General Meeting of Shareholders held on 25 June 2021 and the 13th Annual General Meeting of Shareholders held on 29 June 2026.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsPayment dateDilution 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 the eligible directors with an incentive to achieve sustained improvement in corporate value and shareholder value over the medium to long term, and to promote value sharing with shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TDSE Inc. (7046) timely disclosure | Komori