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Share Issuance and Disposal7377DN HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Performance-Linked and Restricted Stock-Based Compensation

The Company resolved to dispose of 17,100 treasury shares as performance-linked restricted stock compensation for directors of the Company and its subsidiaries. The shares will be delivered in exchange for in-kind contributions of monetary compensation receivables and, in principle, may not be transferred until each recipient ceases to be a director.

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Direction
Neutral
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Scale
17100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-linked restricted stock compensation and restricted stock compensation

Who receives how much17,100Shares

17,100 common shares of the Company (treasury shares)

Performance-linked restricted stock compensation: 3 directors of a subsidiary (excluding outside directors)1,900 shares
Restricted stock compensation: 2 directors (excluding outside directors)4,900 shares
Restricted stock compensation: 5 directors of subsidiaries (excluding outside directors)10,300 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.

¥1,715 per share
Total issue value

¥29,326,500

Amount of funds to be raised
The monetary compensation receivables of ¥29,326,500 will be contributed in kind. The estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Performance-linked restricted stock compensation: up to ¥50 million per year. Restricted stock compensation: up to ¥25 million per year for directors who are not Audit and Supervisory Committee Members, and up to ¥5 million per year for directors who are Audit and Supervisory Committee Members. The total monetary compensation receivables for this transaction are ¥29,326,500.
発行済株式総数

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

Not applicable (disposal of treasury shares only)

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
From 20 November 2026 until the recipient ceases to hold any position as a director of the Company or its subsidiaries
Conditions for lifting transfer restrictions
In principle, all shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient has continuously held a position as a director of the Company or its subsidiaries during that period. In cases such as death, expiration of the term of office, retirement age, or retirement for another legitimate reason, the transfer restrictions will be released for the shares specified in the agreement.
Reason for acquisition without consideration
If it is determined that the recipient has ceased to hold any position as a director of the Company or its subsidiaries without a legitimate reason, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares subject to the circumstances specified in the allocation agreement or for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
3 directors of subsidiaries (excluding outside directors), 1,900 shares; 2 directors (excluding outside directors), 4,900 shares; and 5 directors of subsidiaries (excluding outside directors), 10,300 shares. The total number of recipient directors is 7.
Intended allottee's holding policy
To provide an incentive for the sustainable enhancement of corporate value and achieve the sharing of value with shareholders, the transfer restriction period will last until the recipient ceases to be a director. During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
20 November 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 19 October 2026, ¥1,715. No discount or premium rate is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked restricted stock compensation and restricted stock compensation
Number of shares to be issued or disposed of17,100 common shares of the Company (treasury shares)
Issue price and disposal price¥1,715 per share
Total issue value¥29,326,500
Amount of funds to be raisedThe monetary compensation receivables of ¥29,326,500 will be contributed in kind. The estimated net proceeds are Not disclosed
Payment date20 November 2026
Intended allotteeCategory Performance-linked restricted stock compensation: 3 directors of a subsidiary (excluding outside directors) / Number of Shares 1,900 shares, Category Restricted stock compensation: 2 directors (excluding outside directors) / Number of Shares 4,900 shares, Category Restricted stock compensation: 5 directors of subsidiaries (excluding outside directors) / Number of Shares 10,300 shares
Intended allottee's holding policyTo provide an incentive for the sustainable enhancement of corporate value and achieve the sharing of value with shareholders, the transfer restriction period will last until the recipient ceases to be a director. During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares only)
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 Standard Market of the Tokyo Stock Exchange on 19 October 2026, ¥1,715. No discount or premium rate is stated.
Transfer restriction periodFrom 20 November 2026 until the recipient ceases to hold any position as a director of the Company or its subsidiaries
Conditions for lifting transfer restrictionsIn principle, all shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient has continuously held a position as a director of the Company or its subsidiaries during that period. In cases such as death, expiration of the term of office, retirement age, or retirement for another legitimate reason, the transfer restrictions will be released for the shares specified in the agreement.
Reason for acquisition without considerationIf it is determined that the recipient has ceased to hold any position as a director of the Company or its subsidiaries without a legitimate reason, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares subject to the circumstances specified in the allocation agreement or for which the transfer restrictions have not been released.
Categories and Number of Persons Covered3 directors of subsidiaries (excluding outside directors), 1,900 shares; 2 directors (excluding outside directors), 4,900 shares; and 5 directors of subsidiaries (excluding outside directors), 10,300 shares. The total number of recipient directors is 7.
Total Stock-Based CompensationPerformance-linked restricted stock compensation: up to ¥50 million per year. Restricted stock compensation: up to ¥25 million per year for directors who are not Audit and Supervisory Committee Members, and up to ¥5 million per year for directors who are Audit and Supervisory Committee Members. The total monetary compensation receivables for this transaction are ¥29,326,500.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 an incentive for the sustainable enhancement of corporate value and promote the sharing of value between the recipient directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Performance-Linked and Restricted Stock-Based Compensation | DN HOLDINGS CO.,LTD. (7377) timely disclosure | Komori