Komori
Share Issuance and Disposal7893PRONEXUS INC.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation

The Company resolved to allocate 54,288 restricted shares as compensation to 4 directors and 34 executive officers through the disposal of treasury shares. The payment date is 24 July 2026, and the transfer restrictions will generally remain in place through 31 December 2030.

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Scale
54288
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much54,288Shares

54,288 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)4 / 11,232 shares
The Company's executive officers34 / 43,056 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.

¥1,068 per share
Total issue value

¥57,979,584

Amount of funds to be raised
Total payment amount: ¥57,979,584; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥57,979,584. The annual compensation limit for directors is ¥30 million, and the annual limit on the total number of shares is 30,000.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase.

0.2%

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 24 July 2026 through 31 December 2030
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer of the Company throughout the transfer restriction period, all transfer restrictions on the shares allotted under this plan will be lifted upon expiration of the period. If the recipient retires due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted on the number of shares corresponding to the prescribed number of months.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period or on the day following the retirement date of the eligible officer, the Company will automatically acquire without consideration any shares allotted under this plan that remain subject to transfer restrictions.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 11,232 shares; 34 executive officers of the Company, 43,056 shares
Intended allottee's holding policy
From 24 July 2026 through 31 December 2030, the recipients may not transfer, create security interests over or otherwise dispose of the 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 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,068. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 82nd Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for this plan and the grant of restricted stock.
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 of54,288 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,068 per share
Total issue value¥57,979,584
Amount of funds to be raisedTotal payment amount: ¥57,979,584; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 11,232 shares, Category The Company's executive officers / Number of Employees 34 / Number of Shares 43,056 shares
Intended allottee's holding policyFrom 24 July 2026 through 31 December 2030, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Dilution Rate0.2%
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,068. No discount or premium.
Transfer restriction periodFrom 24 July 2026 through 31 December 2030
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer of the Company throughout the transfer restriction period, all transfer restrictions on the shares allotted under this plan will be lifted upon expiration of the period. If the recipient retires due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted on the number of shares corresponding to the prescribed number of months.
Reason for acquisition without considerationUpon expiration of the transfer restriction period or on the day following the retirement date of the eligible officer, the Company will automatically acquire without consideration any shares allotted under this plan that remain subject to transfer restrictions.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 11,232 shares; 34 executive officers of the Company, 43,056 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥57,979,584. The annual compensation limit for directors is ¥30 million, and the annual limit on the total number of shares is 30,000.
Procedures under the Corporate Code of ConductAt the 82nd Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for this plan and the grant of restricted stock.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation | PRONEXUS INC. (7893) timely disclosure | Komori