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Share Issuance and Disposal7687MICREED Co.,Ltd.Trading & Wholesale

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 35,000 common shares as restricted stock compensation to 3 directors and 29 employees. The total issue price is ¥14.84 million, and the shares may not be transferred for a specified period.

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Scale
35000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much

35,000 common shares (Restricted Stock I: 19,600 shares; Restricted Stock II: 15,400 shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 19,600 shares
The Company's employees29 people / 15,400 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.

¥424 per share
Total issue value

¥14,840,000

Total Stock-Based Compensation
Total monetary compensation receivables: ¥14,840,000
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
Restricted Stock I: From the payment date until the later of the date on which the recipient leaves office as a director of the Company or the date on which the securities report or other applicable report for the fiscal year including 19 August 2026 is filed. Restricted Stock II: From 19 August 2026 through 1 September 2029.
Conditions for lifting transfer restrictions
Restricted Stock I: The recipient must continuously hold the position of director from the date of the annual general meeting of shareholders immediately preceding the payment date through the conclusion of the first annual general meeting of shareholders held thereafter. In the event of departure for a valid reason or death, the restrictions will be lifted in proportion to the number of months in office. Restricted Stock II: The recipient must continuously hold one of the positions of director, executive officer or employee from 1 April 2026 through 31 March 2027. In the event of retirement for a valid reason or death, the restrictions will be lifted in proportion to the number of months in service.
Reason for acquisition without consideration
If an eligible director leaves office without a valid reason during the service period, if an eligible employee leaves or resigns from all positions as director, executive officer and employee without a valid reason during the service period, or if any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted.
Categories and Number of Persons Covered
Eligible directors: 3 people, 19,600 shares; eligible employees: 29 people, 15,400 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, donated inter vivos or otherwise disposed of. The eligible directors must hold and maintain the shares in a designated account until the transfer restrictions are lifted.
Payment date
19 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 21 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥424. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 13th Annual General Meeting of Shareholders held on 24 June 2025, the Company received approval for the framework governing the number of shares and the compensation amount under its restricted stock compensation plan.
Impact on Business Performance
No impact on business performance from this issuance of new shares is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of35,000 common shares (Restricted Stock I: 19,600 shares; Restricted Stock II: 15,400 shares)
Issue price and disposal price¥424 per share
Total issue value¥14,840,000
Payment date19 August 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 19,600 shares, Name The Company's employees / Number of Employees 29 people / Number of Shares 15,400 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged, donated inter vivos or otherwise disposed of. The eligible directors must hold and maintain the shares in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 21 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥424. No discount or premium was applied.
Transfer restriction periodRestricted Stock I: From the payment date until the later of the date on which the recipient leaves office as a director of the Company or the date on which the securities report or other applicable report for the fiscal year including 19 August 2026 is filed. Restricted Stock II: From 19 August 2026 through 1 September 2029.
Conditions for lifting transfer restrictionsRestricted Stock I: The recipient must continuously hold the position of director from the date of the annual general meeting of shareholders immediately preceding the payment date through the conclusion of the first annual general meeting of shareholders held thereafter. In the event of departure for a valid reason or death, the restrictions will be lifted in proportion to the number of months in office. Restricted Stock II: The recipient must continuously hold one of the positions of director, executive officer or employee from 1 April 2026 through 31 March 2027. In the event of retirement for a valid reason or death, the restrictions will be lifted in proportion to the number of months in service.
Reason for acquisition without considerationIf an eligible director leaves office without a valid reason during the service period, if an eligible employee leaves or resigns from all positions as director, executive officer and employee without a valid reason during the service period, or if any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted.
Categories and Number of Persons CoveredEligible directors: 3 people, 19,600 shares; eligible employees: 29 people, 15,400 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥14,840,000
Procedures under the Corporate Code of ConductAt the 13th Annual General Meeting of Shareholders held on 24 June 2025, the Company received approval for the framework governing the number of shares and the compensation amount under its restricted stock compensation plan.
Impact on Business PerformanceNo impact on business performance from this issuance of new shares is stated.
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 directors with an incentive to continuously enhance corporate value, promote value sharing with shareholders, and establish a compensation system for employees.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | MICREED Co.,Ltd. (7687) timely disclosure | Komori