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Share Issuance and Disposal7860Avex Inc.Information and Communications, Services and Others

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

The Company resolved to issue 172,300 shares of its common stock as restricted stock compensation and allocate them to 3 executive directors of the Company and 12 executive officers of the Company and directors of its subsidiaries. The shares will be subject to transfer restrictions from 24 July 2026 through 23 July 2029.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much172,300Shares

172,300 new shares

Executive directors of the Company3 / 98,800 shares
Executive officers of the Company and directors of its subsidiaries12 / 73,500 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.

¥1,183 per share
Total issue value

¥203,830,900

Amount of funds to be raised
Total amount paid: ¥203,830,900; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims: ¥203,830,900. The total amount of compensation claims relating to executive directors is capped at ¥120 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
24 July 2026 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictions
During the transfer restriction period, the recipient must continuously hold one of the following positions at the Company or one of its subsidiaries: director, executive officer or employee. In the event of retirement for a valid reason, the restrictions will be lifted on the business day following the retirement date, or on 1 July 2027 if the retirement date is on or before 30 June 2027. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted by 2 business days before the effective date.
Reason for acquisition without consideration
If the recipient retires from all positions as a director, executive officer or employee of the Company and its subsidiaries before the end of the transfer restriction period, except where the Company’s Board of Directors recognizes a valid reason. This also applies if any shares remain subject to transfer restrictions when the period expires.
Categories and Number of Persons Covered
Category Executive directors of the Company / Number of Employees 3 / Number of allocated shares 98,800 shares, Category Executive officers of the Company and directors of its subsidiaries / Number of Employees 12 / Number of allocated shares 73,500 shares
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,183. The issue price is the closing price on the immediately preceding business day, with no discount or premium.
Procedures under the Corporate Code of Conduct
Subject to the effectiveness of a filing of an extraordinary report under the Financial Instruments and Exchange Act. The system and the compensation framework were approved at the ordinary general meeting of shareholders held on 26 June 2020.
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 of172,300 new shares
Issue price and disposal price¥1,183 per share
Total issue value¥203,830,900
Amount of funds to be raisedTotal amount paid: ¥203,830,900; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Executive directors of the Company / Number of Employees 3 / Number of Shares 98,800 shares, Name Executive officers of the Company and directors of its subsidiaries / Number of Employees 12 / Number of Shares 73,500 shares
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,183. The issue price is the closing price on the immediately preceding business day, with no discount or premium.
Transfer restriction period24 July 2026 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictionsDuring the transfer restriction period, the recipient must continuously hold one of the following positions at the Company or one of its subsidiaries: director, executive officer or employee. In the event of retirement for a valid reason, the restrictions will be lifted on the business day following the retirement date, or on 1 July 2027 if the retirement date is on or before 30 June 2027. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted by 2 business days before the effective date.
Reason for acquisition without considerationIf the recipient retires from all positions as a director, executive officer or employee of the Company and its subsidiaries before the end of the transfer restriction period, except where the Company’s Board of Directors recognizes a valid reason. This also applies if any shares remain subject to transfer restrictions when the period expires.
Categories and Number of Persons CoveredCategory Executive directors of the Company / Number of Employees 3 / Number of allocated shares 98,800 shares, Category Executive officers of the Company and directors of its subsidiaries / Number of Employees 12 / Number of allocated shares 73,500 shares
Total Stock-Based CompensationMonetary compensation claims: ¥203,830,900. The total amount of compensation claims relating to executive directors is capped at ¥120 million per year.
Procedures under the Corporate Code of ConductSubject to the effectiveness of a filing of an extraordinary report under the Financial Instruments and Exchange Act. The system and the compensation framework were approved at the ordinary general meeting of shareholders held on 26 June 2020.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise 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 motivate recipients to enhance corporate value over the medium to long term, promote value sharing between management and shareholders, and strengthen their willingness to contribute to share price appreciation and enhanced corporate value through the achievement of medium-term strategic objectives. In addition, the Company’s executive officers and the directors of its subsidiaries will become shareholders themselves and seek to maximize shareholder value.

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