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Share Issuance and Disposal7412ATOM CORPORATIONRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 11,000 treasury shares to 3 directors and 2 executive officers under its restricted stock compensation plan. The disposition price is ¥383 per share, for a total disposition value of ¥4,213,000.

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Neutral
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Scale
11000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数11,000Shares

11,000 shares of the company’s common stock (treasury shares)

Intended allottee
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares Not disclosed, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of Shares Not disclosed
Issue price/disposal price: ¥383 per share
Amount of funds to be raised

As the full amount of the monetary receivables will be contributed in kind, no cash proceeds will be raised. Estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary receivables: ¥4,213,000. The annual compensation limit for the recipient directors is ¥60 million or less.
発行済株式総数

No increase (disposal of treasury shares)

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

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 12 August 2026 until the recipient ceases to hold or leaves any position as an officer or employee of the Company or otherwise
Conditions for lifting transfer restrictions
The restrictions will be lifted at the time the recipient ceases to hold or leaves any position as an officer or employee of the Company or otherwise, subject to the recipient's term of office expiring, reaching the retirement age, dying, becoming unable to perform duties or work due to illness, resigning or retiring for reasons not attributable to the recipient, or leaving for any other reason deemed legitimate by the Company's Board of Directors. Conditions for lifting the restrictions in the event of a corporate reorganization or similar transaction are also specified.
Reason for acquisition without consideration
If a recipient engages in a violation of laws or regulations during the restriction period or falls under any other specified event set forth in the restricted stock allotment agreement, the Company will acquire without consideration all or the applicable portion of the shares whose restrictions have not been lifted.
Categories and Number of Persons Covered
3 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, and 2 executive officers who do not concurrently serve as directors, for a total of 5 recipients. The number of shares allotted to each category is Not disclosed.
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. The restriction period runs from 12 August 2026 until the recipient ceases to hold or leaves any position as an officer or employee of the Company or otherwise.
Payment date
12 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 13 July 2026 was ¥383. The price was based on the closing price on the business day preceding the date of the Board of Directors' resolution. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Advisory Committee.
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 of11,000 shares of the company’s common stock (treasury shares)
Issue price and disposal priceIssue price/disposal price: ¥383 per share
Amount of funds to be raisedAs the full amount of the monetary receivables will be contributed in kind, no cash proceeds will be raised. Estimated net proceeds: Not disclosed
Payment date12 August 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares Not disclosed, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of Shares Not disclosed
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. The restriction period runs from 12 August 2026 until the recipient ceases to hold or leaves any position as an officer or employee of the Company or otherwise.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase and no dilution will occur.
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 13 July 2026 was ¥383. The price was based on the closing price on the business day preceding the date of the Board of Directors' resolution. No discount or premium was stated.
Transfer restriction periodFrom 12 August 2026 until the recipient ceases to hold or leaves any position as an officer or employee of the Company or otherwise
Conditions for lifting transfer restrictionsThe restrictions will be lifted at the time the recipient ceases to hold or leaves any position as an officer or employee of the Company or otherwise, subject to the recipient's term of office expiring, reaching the retirement age, dying, becoming unable to perform duties or work due to illness, resigning or retiring for reasons not attributable to the recipient, or leaving for any other reason deemed legitimate by the Company's Board of Directors. Conditions for lifting the restrictions in the event of a corporate reorganization or similar transaction are also specified.
Reason for acquisition without considerationIf a recipient engages in a violation of laws or regulations during the restriction period or falls under any other specified event set forth in the restricted stock allotment agreement, the Company will acquire without consideration all or the applicable portion of the shares whose restrictions have not been lifted.
Categories and Number of Persons Covered3 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, and 2 executive officers who do not concurrently serve as directors, for a total of 5 recipients. The number of shares allotted to each category is Not disclosed.
Total Stock-Based CompensationTotal monetary receivables: ¥4,213,000. The annual compensation limit for the recipient directors is ¥60 million or less.
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Advisory Committee.
Items this document does not state (12)
Total issue valueEstimated 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 secure outstanding management talent, provide incentives for the sustained enhancement of corporate value, and promote value sharing with shareholders. The measure is also intended to further enhance the motivation of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ATOM CORPORATION (7412) timely disclosure | Komori