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Share Issuance and Disposal7374Interworks Confidence Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to allot 21,000 treasury shares held by the company as restricted stock compensation to 7 directors of the company's subsidiary and 1 employee of the company. The recipients will contribute monetary compensation receivables in kind, and the transfer restrictions will be lifted subject to continued service for a specified period.

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46Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
21000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much21,000Shares

21,000 common shares of the company (treasury shares)

Directors of the company's subsidiary (including the company's delegated executive officers)7 / 19,000 shares
Employees of the Company1 / 2,000 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.

¥1,515 per share
Total issue value

¥31,815,000

Amount of funds to be raised
Total payment amount: ¥31,815,000; estimated net proceeds: Not disclosed (through the in-kind contribution of the recipients' monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥31,815,000
Specific use of funds
not disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
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 1 October 2026 until the date on or after 30 June 2030 on which the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the company or its subsidiary
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, audit & supervisory board member, executive officer or employee of the company or its subsidiary from 1 October 2026 through 30 June 2030. In the event of mandatory retirement, company-initiated retirement, or resignation or retirement for another reason deemed legitimate by the board of directors, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the company or its subsidiary during the service period, except in certain cases. In addition, the company will acquire without consideration any shares for which the restrictions have not been lifted upon the recipient's prescribed resignation or retirement or in connection with a corporate reorganisation.
Categories and Number of Persons Covered
7 directors of the company's subsidiary (including the company's delegated executive officers), 19,000 shares; 1 employee of the company, 2,000 shares
Intended allottee's holding policy
From 1 October 2026 until the date on or after 30 June 2030 on which the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the company or its subsidiary, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
1 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 15 September 2026: ¥1,515. No discount or premium.
Impact on Business Performance
No impact on performance from this disposal of treasury shares was stated
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 of21,000 common shares of the company (treasury shares)
Issue price and disposal price¥1,515 per share
Total issue value¥31,815,000
Amount of funds to be raisedTotal payment amount: ¥31,815,000; estimated net proceeds: Not disclosed (through the in-kind contribution of the recipients' monetary compensation receivables)
Specific use of fundsnot disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
Payment date1 October 2026
Intended allotteeName Directors of the company's subsidiary (including the company's delegated executive officers) / Number of Employees 7 / Number of Shares 19,000 shares, Name Employees of the Company / Number of Employees 1 / Number of Shares 2,000 shares
Intended allottee's holding policyFrom 1 October 2026 until the date on or after 30 June 2030 on which the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the company or its subsidiary, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 15 September 2026: ¥1,515. No discount or premium.
Transfer restriction periodFrom 1 October 2026 until the date on or after 30 June 2030 on which the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the company or its subsidiary
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, audit & supervisory board member, executive officer or employee of the company or its subsidiary from 1 October 2026 through 30 June 2030. In the event of mandatory retirement, company-initiated retirement, or resignation or retirement for another reason deemed legitimate by the board of directors, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the company or its subsidiary during the service period, except in certain cases. In addition, the company will acquire without consideration any shares for which the restrictions have not been lifted upon the recipient's prescribed resignation or retirement or in connection with a corporate reorganisation.
Categories and Number of Persons Covered7 directors of the company's subsidiary (including the company's delegated executive officers), 19,000 shares; 1 employee of the company, 2,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥31,815,000
Impact on Business PerformanceNo impact on performance from this disposal of treasury shares was stated
Items this document does not state (12)
Estimated issuance expensesDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

The purpose is to further enhance the motivation of each recipient, taking into account the scope of the recipients' responsibilities and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | Interworks Confidence Inc. (7374) timely disclosure | Komori