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Share Issuance and Disposal7367CELM,Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 65,578 treasury shares to 8 directors and executive officers as restricted stock compensation. The total disposal amount is ¥22,296,520, and the transfer restriction period is approximately 5 years.

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65578
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much65,578Shares

65,578 common shares (treasury shares)

The Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, and executive officers who do not concurrently serve as directors of the Company8 independent officers / 65,578 shares

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

¥340 per share
Total issue value

¥22,296,520

Amount of funds to be raised
Total monetary claims of ¥22,296,520, to be paid in full as property contributed in kind; no estimated net proceeds are stated.
Total Stock-Based Compensation
Total monetary claims of ¥22,296,520 (annual compensation limit: no more than ¥20 million)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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
17 July 2026 to 17 July 2031 (5 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible directors and other officers continuously hold one of the following positions during the period: director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor or employee of the Company or one of its subsidiaries. In the event of retirement or resignation due to expiration of a term of office, reaching the mandatory retirement age, death or another legitimate reason, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Stock Split RatioWith respect to the stock split effective 1 October 2024, the specific split ratio is Not disclosed.
Categories and Number of Persons Covered
The Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, and executive officers who do not concurrently serve as directors of the Company: 8 people, totaling 65,578 shares. The breakdown by category is Not disclosed.
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and any other disposition are prohibited. The transfer restriction period runs from 17 July 2026 to 17 July 2031.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥340. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Remuneration Advisory Committee for consultation.
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 of65,578 common shares (treasury shares)
Issue price and disposal price¥340 per share
Total issue value¥22,296,520
Amount of funds to be raisedTotal monetary claims of ¥22,296,520, to be paid in full as property contributed in kind; no estimated net proceeds are stated.
Payment date17 July 2026
Intended allotteeName The Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, and executive officers who do not concurrently serve as directors of the Company / Number of Employees 8 independent officers / Number of Shares 65,578 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and any other disposition are prohibited. The transfer restriction period runs from 17 July 2026 to 17 July 2031.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥340. No discount or premium rate is stated.
Transfer restriction period17 July 2026 to 17 July 2031 (5 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible directors and other officers continuously hold one of the following positions during the period: director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor or employee of the Company or one of its subsidiaries. In the event of retirement or resignation due to expiration of a term of office, reaching the mandatory retirement age, death or another legitimate reason, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons CoveredThe Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, and executive officers who do not concurrently serve as directors of the Company: 8 people, totaling 65,578 shares. The breakdown by category is Not disclosed.
Total Stock-Based CompensationTotal monetary claims of ¥22,296,520 (annual compensation limit: no more than ¥20 million)
Stock Split RatioWith respect to the stock split effective 1 October 2024, the specific split ratio is Not disclosed.
Procedures under the Corporate Code of ConductThe matter was submitted to the Remuneration Advisory Committee for consultation.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 eligible directors and others with an incentive to achieve sustained growth in corporate value and to promote greater sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CELM,Inc. (7367) timely disclosure | Komori