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Share Issuance and Disposal7078INCLUSIVE Holdings Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company has resolved to issue 52,000 common shares to its directors and employees, as well as the directors and employees of its subsidiaries, as restricted stock compensation. The payment date is 27 August 2026, and the issue price is ¥336 per share.

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60In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
52000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much52,000Shares

52,000 common shares (new shares)

Company directors (including outside directors)9 / 44,600 shares
The Company's employees4 / 1,700 shares
Directors of the company's subsidiaries1 / 500 shares
Employees of the company's subsidiaries5 / 5,200 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.

¥336 per share
Total issue value

¥17,472,000

Amount of funds to be raised
Total amount paid in: ¥17,472,000. Estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥17,472,000. The annual compensation limit for directors is ¥100 million, of which the portion for outside directors is capped at ¥20 million.
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
Eligible directors: from the payment date until the later of the date on which they cease to hold any position as an officer or employee of the Company or its subsidiaries, or the date on which the securities report for the fiscal year including the payment date is filed (or, in certain cases, the semiannual report). Eligible employees and others: from 27 August 2026 through 26 August 2028.
Conditions for lifting transfer restrictions
Eligible directors must continuously hold a position as a director, audit & supervisory board member, executive officer or employee of the Company or its subsidiaries through the first annual general meeting of shareholders following the payment date. Eligible employees and others must continuously hold a similar position with the Company or its subsidiaries from 27 August 2026 through 26 August 2028. In the event of resignation or retirement for a valid reason, or death, a portion of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If any of the shares subject to this allocation remain subject to restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration.
Categories and Number of Persons Covered
Category Company directors (including outside directors) / Number of Employees 9 / Number of allocated shares 44,600 shares, Category The Company's employees / Number of Employees 4 / Number of allocated shares 1,700 shares, Category Directors of the company's subsidiaries / Number of Employees 1 / Number of allocated shares 500 shares, Category Employees of the company's subsidiaries / Number of Employees 5 / Number of allocated shares 5,200 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, donated during the holder's lifetime or otherwise disposed of, and must be kept and maintained in a dedicated account until the transfer restrictions are lifted.
Payment date
27 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 28 July 2026, the business day immediately preceding the date of the resolution on this allocation, was ¥336. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 19th Annual General Meeting of Shareholders held on 29 June 2026, approval was obtained for the introduction of the restricted stock compensation plan and the limits on the number of shares to be issued or disposed of and the amount of compensation.
Impact on Business Performance
No information is provided regarding the impact on financial results
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 of52,000 common shares (new shares)
Issue price and disposal price¥336 per share
Total issue value¥17,472,000
Amount of funds to be raisedTotal amount paid in: ¥17,472,000. Estimated net proceeds: not disclosed
Payment date27 August 2026
Intended allotteeCategory Company directors (including outside directors) / Number of Employees 9 / Number of Shares 44,600 shares, Category The Company's employees / Number of Employees 4 / Number of Shares 1,700 shares, Category Directors of the company's subsidiaries / Number of Employees 1 / Number of Shares 500 shares, Category Employees of the company's subsidiaries / Number of Employees 5 / Number of Shares 5,200 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, donated during the holder's lifetime or otherwise disposed of, and must be kept 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 28 July 2026, the business day immediately preceding the date of the resolution on this allocation, was ¥336. No discount or premium was applied.
Transfer restriction periodEligible directors: from the payment date until the later of the date on which they cease to hold any position as an officer or employee of the Company or its subsidiaries, or the date on which the securities report for the fiscal year including the payment date is filed (or, in certain cases, the semiannual report). Eligible employees and others: from 27 August 2026 through 26 August 2028.
Conditions for lifting transfer restrictionsEligible directors must continuously hold a position as a director, audit & supervisory board member, executive officer or employee of the Company or its subsidiaries through the first annual general meeting of shareholders following the payment date. Eligible employees and others must continuously hold a similar position with the Company or its subsidiaries from 27 August 2026 through 26 August 2028. In the event of resignation or retirement for a valid reason, or death, a portion of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf any of the shares subject to this allocation remain subject to restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration.
Categories and Number of Persons CoveredCategory Company directors (including outside directors) / Number of Employees 9 / Number of allocated shares 44,600 shares, Category The Company's employees / Number of Employees 4 / Number of allocated shares 1,700 shares, Category Directors of the company's subsidiaries / Number of Employees 1 / Number of allocated shares 500 shares, Category Employees of the company's subsidiaries / Number of Employees 5 / Number of allocated shares 5,200 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥17,472,000. The annual compensation limit for directors is ¥100 million, of which the portion for outside directors is capped at ¥20 million.
Procedures under the Corporate Code of ConductAt the 19th Annual General Meeting of Shareholders held on 29 June 2026, approval was obtained for the introduction of the restricted stock compensation plan and the limits on the number of shares to be issued or disposed of and the amount of compensation.
Impact on Business PerformanceNo information is provided regarding the impact on financial results
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 recipients with an incentive to enhance the Company's sustainable corporate value by enabling them to own shares in the Company, and to further align their interests with those of shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | INCLUSIVE Holdings Inc. (7078) timely disclosure | Komori