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Share Issuance and Disposal7791DREAMBED CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 18,900 treasury shares to 4 directors, excluding outside directors, as restricted stock compensation. The disposal price is ¥830 per share, and the transfer restrictions will generally remain in place until the recipient resigns or retires.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
18900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,900Shares

18,900 treasury shares

4 of the Company's directors, excluding outside directors18,900 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥830 per share
Total issue value

¥15,687,000

Amount of funds to be raised
Total payment amount: ¥15,687,000 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary claims: ¥15,687,000. The compensation limit is ¥20,000 thousand per year.
発行済株式総数

No increase (disposal of treasury shares)

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 7 August 2026 until immediately after the recipient resigns or retires from a specified position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold a specified position at the Company or one of its subsidiaries during the service provision period, which runs from the date the recipient begins performing duties until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. If the recipient resigns or retires for a legitimate reason, the restrictions will be lifted immediately after the resignation or retirement for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If the recipient engages in an act violating laws or regulations during the transfer restriction period or otherwise falls under certain circumstances stipulated in the allocation agreement. Also, if any shares remain subject to transfer restrictions at the expiry of the transfer restriction period or when the restrictions are lifted. This also applies if any shares remain subject to transfer restrictions following a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 18,900 shares
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥830. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 66th Ordinary General Meeting of Shareholders held on 29 June 2023, approval was granted for compensation under this plan and for the issuance or disposal of up to 20,000 common shares per year, among other matters.
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 of18,900 treasury shares
Issue price and disposal price¥830 per share
Total issue value¥15,687,000
Amount of funds to be raisedTotal payment amount: ¥15,687,000 (estimated net proceeds: Not disclosed)
Payment date7 August 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 18,900 shares
Dilution RateNot applicable (disposal of treasury shares only)
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 shares on the Tokyo Stock Exchange Standard Market on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥830. No discount or premium was stated.
Transfer restriction periodFrom 7 August 2026 until immediately after the recipient resigns or retires from a specified position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold a specified position at the Company or one of its subsidiaries during the service provision period, which runs from the date the recipient begins performing duties until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. If the recipient resigns or retires for a legitimate reason, the restrictions will be lifted immediately after the resignation or retirement for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf the recipient engages in an act violating laws or regulations during the transfer restriction period or otherwise falls under certain circumstances stipulated in the allocation agreement. Also, if any shares remain subject to transfer restrictions at the expiry of the transfer restriction period or when the restrictions are lifted. This also applies if any shares remain subject to transfer restrictions following a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 18,900 shares
Total Stock-Based CompensationTotal monetary claims: ¥15,687,000. The compensation limit is ¥20,000 thousand per year.
Procedures under the Corporate Code of ConductAt the 66th Ordinary General Meeting of Shareholders held on 29 June 2023, approval was granted for compensation under this plan and for the issuance or disposal of up to 20,000 common shares per year, among other matters.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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 provide an incentive to achieve sustained growth in the Company's corporate value and promote value sharing with shareholders. In addition, this time, the Company considered the purpose of the plan, its business conditions, the scope of responsibilities of each eligible director and other relevant circumstances, with the aim of further enhancing their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DREAMBED CO.,LTD. (7791) timely disclosure | Komori