Komori
Share Issuance and Disposal7614OM2Network Co.,Ltd.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers

The Company resolved to dispose of 1,950 common shares as restricted stock compensation to 3 officers. The shares may not be transferred for a specified period until conditions including cessation of office are met.

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52Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
1950
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,950Shares

1,950 common shares of the Company (treasury shares)

1 director of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members867 shares
2 directors of the Company's wholly owned subsidiary (excluding outside directors)1,083 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.

¥1,550 per share
Total issue value

¥3,022,500

Amount of funds to be raised
Total subscription payment: ¥3,022,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥3,022,500. Monetary compensation claims for the eligible directors are capped at ¥50 million per year.
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 June 2026 (the payment date) until the date on which the recipients cease to hold either position as a director of the Company or of the Company's wholly owned subsidiary 株式会社オーエムツーミート
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either position as a director of the Company or 株式会社オーエムツーミート from 12 June 2026 through 1 May 2027, all of the allocated shares will be released from the transfer restrictions upon expiry of the restriction period. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the Company's Board of Directors, a portion of the shares will be released based on the prescribed number of months on a pro rata basis.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions at the expiration of the transfer restriction period or at other times stipulated in the agreement.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 1 / Number of allocated shares 867 shares, Category Directors of the Company's wholly owned subsidiary (excluding outside directors) / Number of Employees 2 / Number of allocated shares 1,083 shares
Intended allottee's holding policy
From 12 June 2026 until the date on which they cease to hold either position as a director of the Company or of the Company's wholly owned subsidiary 株式会社オーエムツーミート, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Payment date
12 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 14 May 2026, ¥1,550. No discount or premium is 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 of1,950 common shares of the Company (treasury shares)
Issue price and disposal price¥1,550 per share
Total issue value¥3,022,500
Amount of funds to be raisedTotal subscription payment: ¥3,022,500; estimated net proceeds: Not disclosed
Payment date12 June 2026
Intended allotteeName 1 director of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Shares 867 shares, Name 2 directors of the Company's wholly owned subsidiary (excluding outside directors) / Number of Shares 1,083 shares
Intended allottee's holding policyFrom 12 June 2026 until the date on which they cease to hold either position as a director of the Company or of the Company's wholly owned subsidiary 株式会社オーエムツーミート, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 14 May 2026, ¥1,550. No discount or premium is stated.
Transfer restriction periodFrom 12 June 2026 (the payment date) until the date on which the recipients cease to hold either position as a director of the Company or of the Company's wholly owned subsidiary 株式会社オーエムツーミート
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either position as a director of the Company or 株式会社オーエムツーミート from 12 June 2026 through 1 May 2027, all of the allocated shares will be released from the transfer restrictions upon expiry of the restriction period. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the Company's Board of Directors, a portion of the shares will be released based on the prescribed number of months on a pro rata basis.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions at the expiration of the transfer restriction period or at other times stipulated in the agreement.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 1 / Number of allocated shares 867 shares, Category Directors of the Company's wholly owned subsidiary (excluding outside directors) / Number of Employees 2 / Number of allocated shares 1,083 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥3,022,500. Monetary compensation claims for the eligible directors are capped at ¥50 million per year.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution 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 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 incentives for the sustained enhancement of the corporate value of the Group and promote value sharing with shareholders. The Company also considered its performance, the scope of responsibilities of each recipient and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers | OM2Network Co.,Ltd. (7614) timely disclosure | Komori