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Share Issuance and Disposal7094NexTone Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 2,884 treasury shares as restricted stock compensation to 4 directors, excluding outside directors. In principle, the shares may not be transferred until the directors retire from office.

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2884
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,884Shares

2,884 shares of the Company's common stock (treasury shares)

4 of the Company's directors, excluding outside directors2,884 shares

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

¥1,498 per share
Total issue value

¥4,320,232

Amount of funds to be raised
Total payment amount: ¥4,320,232. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥4,320,232. Compensation framework: up to ¥60,000 thousand per year
発行済株式総数

No increase, as this is a disposal of treasury shares

As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
The period from 7 August 2026 until the date on which the allottee retires from office as a director of the Company
Conditions for lifting transfer restrictions
The allottee must remain a director of the Company continuously from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held thereafter. If the allottee retires for a legitimate reason, the restrictions will be lifted with respect to the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month of retirement, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted based on the prescribed pro rata calculation.
Reason for acquisition without consideration
If the allottee retires without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If any shares remain subject to transfer restrictions when the period expires. If the allottee retires in connection with a corporate reorganization or similar transaction and any shares remain subject to transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 2,884 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, used to create a security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way during the period from 7 August 2026 until the date on which the allottee retires from office as a director of the Company. The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
7 August 2026
Basis for determining the amount to be paid
The average daily closing price of the Company's common stock on the Tokyo Stock Exchange during the 6 months immediately preceding 23 July 2026. Days without a closing price are excluded, and fractions of less than ¥1 are rounded up. Discount/premium rate: Not disclosed (the filing states that the price is not particularly favorable).
Procedures under the Corporate Code of Conduct
At the 22nd Annual General Meeting of Shareholders held on 28 June 2022, approval was obtained for the introduction of the restricted stock compensation plan, total annual compensation of up to ¥60,000 thousand, and an upper limit of 20,000 shares allotted in each fiscal year, among other matters.
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 of2,884 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,498 per share
Total issue value¥4,320,232
Amount of funds to be raisedTotal payment amount: ¥4,320,232. Estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 2,884 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, used to create a security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way during the period from 7 August 2026 until the date on which the allottee retires from office as a director of the Company. The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Dilution RateAs this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
Total number of issued sharesNo increase, as this is a disposal of treasury shares
Basis for determining the amount to be paidThe average daily closing price of the Company's common stock on the Tokyo Stock Exchange during the 6 months immediately preceding 23 July 2026. Days without a closing price are excluded, and fractions of less than ¥1 are rounded up. Discount/premium rate: Not disclosed (the filing states that the price is not particularly favorable).
Transfer restriction periodThe period from 7 August 2026 until the date on which the allottee retires from office as a director of the Company
Conditions for lifting transfer restrictionsThe allottee must remain a director of the Company continuously from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held thereafter. If the allottee retires for a legitimate reason, the restrictions will be lifted with respect to the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month of retirement, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted based on the prescribed pro rata calculation.
Reason for acquisition without considerationIf the allottee retires without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If any shares remain subject to transfer restrictions when the period expires. If the allottee retires in connection with a corporate reorganization or similar transaction and any shares remain subject to transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 2,884 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥4,320,232. Compensation framework: up to ¥60,000 thousand per year
Procedures under the Corporate Code of ConductAt the 22nd Annual General Meeting of Shareholders held on 28 June 2022, approval was obtained for the introduction of the restricted stock compensation plan, total annual compensation of up to ¥60,000 thousand, and an upper limit of 20,000 shares allotted in each fiscal year, among other matters.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NexTone Inc. (7094) timely disclosure | Komori