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Share Issuance and Disposal7883Sun Messe Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 63,000 treasury shares as restricted stock compensation for its directors and directors of its subsidiaries. The recipients will be 6 Company directors and 3 subsidiary directors, and the payment date is 3 August 2026.

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43Recurring
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Direction
Neutral
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Scale
63000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much63,000Shares

63,000 treasury shares

Company directors (excluding directors serving as Audit and Supervisory Committee members)6 / 51,200 shares
Directors of subsidiaries of the Company3 / 11,800 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.

¥391 per share
Total issue value

¥24,633,000

Amount of funds to be raised
Not applicable (in-kind contribution of monetary compensation receivables totaling ¥24,633,000)
Total Stock-Based Compensation
Total monetary compensation receivables of ¥24,633,000. The annual limit under the scheme is ¥30,000 thousand or less.
発行済株式総数

0.35% (ratio to the total of 17,825,050 issued shares as of 31 March 2026)

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 3 August 2026 until the date on which the recipient directors retire from their positions as directors of the Company, and until the date on which the subsidiary directors retire from their positions as directors of the relevant subsidiary
Conditions for lifting transfer restrictions
The recipient directors must continuously remain in their respective positions as directors until the date of the first subsequent annual general meeting of shareholders of the Company, and the subsidiary directors must continuously remain in their respective positions as directors until the date of the first subsequent annual general meeting of shareholders of the relevant subsidiary. If a director retires for a valid reason, part of the restrictions will be lifted based on the period in office and other factors.
Reason for acquisition without consideration
If a recipient retires without a valid reason before the day preceding the first subsequent annual general meeting of shareholders, if any shares remain subject to transfer restrictions when the transfer restriction period expires, or if any shares remain subject to transfer restrictions on the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
6 Company directors, 51,200 shares; 3 directors of the Company’s subsidiaries, 11,800 shares (excluding directors serving as Audit and Supervisory Committee members)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in an account designated by SMBC Nikko Securities until the transfer restrictions are lifted.
Payment date
3 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 9 July 2026, which was ¥391. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 80th Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the introduction of the restricted stock compensation scheme, the compensation limit, the share number limit and other matters.
Impact on Business Performance
The dilution resulting from this disposal of treasury shares is immaterial in scale and is considered reasonable in light of the purpose of the scheme.
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 of63,000 treasury shares
Issue price and disposal price¥391 per share
Total issue value¥24,633,000
Amount of funds to be raisedNot applicable (in-kind contribution of monetary compensation receivables totaling ¥24,633,000)
Payment date3 August 2026
Intended allotteeName Company directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 6 / Number of Shares 51,200 shares, Name Directors of subsidiaries of the Company / Number of Employees 3 / Number of Shares 11,800 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in an account designated by SMBC Nikko Securities until the transfer restrictions are lifted.
Dilution Rate0.35% (ratio to the total of 17,825,050 issued shares as of 31 March 2026)
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 9 July 2026, which was ¥391. No discount or premium was applied.
Transfer restriction periodFrom 3 August 2026 until the date on which the recipient directors retire from their positions as directors of the Company, and until the date on which the subsidiary directors retire from their positions as directors of the relevant subsidiary
Conditions for lifting transfer restrictionsThe recipient directors must continuously remain in their respective positions as directors until the date of the first subsequent annual general meeting of shareholders of the Company, and the subsidiary directors must continuously remain in their respective positions as directors until the date of the first subsequent annual general meeting of shareholders of the relevant subsidiary. If a director retires for a valid reason, part of the restrictions will be lifted based on the period in office and other factors.
Reason for acquisition without considerationIf a recipient retires without a valid reason before the day preceding the first subsequent annual general meeting of shareholders, if any shares remain subject to transfer restrictions when the transfer restriction period expires, or if any shares remain subject to transfer restrictions on the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered6 Company directors, 51,200 shares; 3 directors of the Company’s subsidiaries, 11,800 shares (excluding directors serving as Audit and Supervisory Committee members)
Total Stock-Based CompensationTotal monetary compensation receivables of ¥24,633,000. The annual limit under the scheme is ¥30,000 thousand or less.
Procedures under the Corporate Code of ConductAt the 80th Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the introduction of the restricted stock compensation scheme, the compensation limit, the share number limit and other matters.
Impact on Business PerformanceThe dilution resulting from this disposal of treasury shares is immaterial in scale and is considered reasonable in light of the purpose of the scheme.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTotal 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sun Messe Co.,Ltd. (7883) timely disclosure | Komori