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Share Issuance and Disposal7371Zenken CorporationInformation and Communications, Services and Others

Notice of Issuance of New Shares and Disposal of Treasury Shares as Restricted Stock-Based Compensation

As restricted stock compensation, 20,000 new shares will be issued to 1 employee, and 170,000 treasury shares will be disposed of to 3 directors and 1 employee. A total of 190,000 shares will be allotted, with transfer restrictions lifted in stages over a maximum of 4 years.

Worth reading
49Recurring
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Direction
Neutral
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Scale
190000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of New Shares and Disposal of Treasury Shares as Restricted Stock Compensation

Who receives how much

New shares Ordinary shares: 20,000 shares / Treasury shares Common shares 170,000 shares

The Company's employees1 / 20,000 new shares
Directors of the company3 / 160,000 treasury shares
The Company's employees1 / 10,000 treasury 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.

¥803 per share
Total issue value

¥16,060,000

Amount of funds to be raised
Issuance of new shares: ¥16,060,000; disposal of treasury shares: ¥136,510,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥152,570,000. The annual compensation limit for eligible directors is ¥200 million or less.
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 28 October 2026 to 28 October 2030. Restrictions on 25% of each allotment of shares will be lifted annually. For a director who leaves office upon the conclusion of the applicable annual general meeting of shareholders, the restriction period will last until the time of departure.
Conditions for lifting transfer restrictions
The recipient must continuously remain a director or employee of the Company or one of its subsidiaries during the transfer restriction period. In the event of departure or retirement for a valid reason, the number of shares and timing of the lifting of transfer restrictions will be adjusted reasonably.
Reason for acquisition without consideration
If the recipient leaves the position of director or employee of the Company or one of its subsidiaries before the transfer restriction period expires, except where the Board of Directors recognizes a valid reason. Also, any shares whose transfer restrictions have not been lifted when the period expires, and any shares exceeding the number corresponding to the period of service even where there is a valid reason.
Categories and Number of Persons Covered
Category The Company's directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 160,000 shares, Category The Company's employees / Number of Employees 1 / Number of allocated shares 30,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. Transfer restrictions will be lifted in equal one-quarter increments annually from the allotment date.
Payment date
28 October 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 September 2026 was ¥803. Discount rate and premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
At the 50th Annual General Meeting of Shareholders held on 29 September 2026, approval was obtained for the introduction of this plan, the compensation limit in the form of monetary claims for eligible directors, the number of shares and other matters.
Impact on Business Performance
Impact on financial results: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of New Shares and Disposal of Treasury Shares as Restricted Stock Compensation
Number of shares to be issued or disposed ofNew shares Ordinary shares: 20,000 shares / Treasury shares Common shares 170,000 shares
Issue price and disposal price¥803 per share
Total issue value¥16,060,000
Amount of funds to be raisedIssuance of new shares: ¥16,060,000; disposal of treasury shares: ¥136,510,000; estimated net proceeds: Not disclosed
Payment date28 October 2026
Intended allotteeCategory The Company's employees / Number of Employees 1 / Number of Shares 20,000 new shares, Category Directors of the company / Number of Employees 3 / Number of Shares 160,000 treasury shares, Category The Company's employees / Number of Employees 1 / Number of Shares 10,000 treasury shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. Transfer restrictions will be lifted in equal one-quarter increments annually from the allotment date.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 28 September 2026 was ¥803. Discount rate and premium rate: Not disclosed.
Transfer restriction periodFrom 28 October 2026 to 28 October 2030. Restrictions on 25% of each allotment of shares will be lifted annually. For a director who leaves office upon the conclusion of the applicable annual general meeting of shareholders, the restriction period will last until the time of departure.
Conditions for lifting transfer restrictionsThe recipient must continuously remain a director or employee of the Company or one of its subsidiaries during the transfer restriction period. In the event of departure or retirement for a valid reason, the number of shares and timing of the lifting of transfer restrictions will be adjusted reasonably.
Reason for acquisition without considerationIf the recipient leaves the position of director or employee of the Company or one of its subsidiaries before the transfer restriction period expires, except where the Board of Directors recognizes a valid reason. Also, any shares whose transfer restrictions have not been lifted when the period expires, and any shares exceeding the number corresponding to the period of service even where there is a valid reason.
Categories and Number of Persons CoveredCategory The Company's directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 160,000 shares, Category The Company's employees / Number of Employees 1 / Number of allocated shares 30,000 shares
Total Stock-Based CompensationTotal monetary claims: ¥152,570,000. The annual compensation limit for eligible directors is ¥200 million or less.
Procedures under the Corporate Code of ConductAt the 50th Annual General Meeting of Shareholders held on 29 September 2026, approval was obtained for the introduction of this plan, the compensation limit in the form of monetary claims for eligible directors, the number of shares and other matters.
Impact on Business PerformanceImpact on financial results: Not disclosed
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 an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice of Issuance of New Shares and Disposal of Treasury Shares as Restricted Stock-Based Compensation | Zenken Corporation (7371) timely disclosure | Komori