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Share Issuance and Disposal7902SONOCOM CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Employees

The Company has resolved to dispose of 27,000 treasury shares as restricted stock compensation for 3 directors and 95 employees. The total payment amount is ¥28.593 million, to be paid through an in-kind contribution of monetary compensation receivables owed to the directors and employees.

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Direction
Neutral
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Scale
27000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

27,000 common shares (3,000 shares for 3 directors and 24,000 shares for 95 employees)

The Company's directors (excluding outside directors)3 / 3,000 shares
The Company's employees95 / 24,000 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.

¥1,059 per share
Total issue value

¥28,593,000

Amount of funds to be raised
Total payment amount: ¥28,593,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥28,593,000. The annual compensation limit for eligible directors is ¥30 million or less.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

As this is a disposal of treasury shares, the increase in the total number of issued shares is Not disclosed

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
Eligible directors: from the payment date until the date on which they cease to be a director or retire from another position at the Company or a position designated by the Company's Board of Directors. Eligible employees: from 24 July 2026 to 23 July 2027.
Conditions for lifting transfer restrictions
For eligible directors, all transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that they continuously hold the position of director throughout the service period. In the event of retirement or resignation for a valid reason, or death, the restrictions will be lifted in proportion to the period of service. For eligible employees, all transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that they continuously remain employees throughout that period.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions at the time the restrictions are scheduled to be lifted. If an eligible employee leaves the Company before the end of the restricted transfer period for any reason other than mandatory retirement or death. If any shares remain subject to transfer restrictions in connection with a reorganisation or other similar event.
Categories and Number of Persons Covered
3 eligible directors, 3,000 shares; 95 eligible employees, 24,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, given as an inter vivos gift or otherwise disposed of, and must be held and maintained in a dedicated account until the transfer restrictions are lifted.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026 was ¥1,059. The discount and premium rates are 0%.
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 of27,000 common shares (3,000 shares for 3 directors and 24,000 shares for 95 employees)
Issue price and disposal price¥1,059 per share
Total issue value¥28,593,000
Amount of funds to be raisedTotal payment amount: ¥28,593,000; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory The Company's directors (excluding outside directors) / Number of Employees 3 / Number of Shares 3,000 shares, Category The Company's employees / Number of Employees 95 / Number of Shares 24,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, given as an inter vivos gift or otherwise disposed of, and must be held and maintained in a dedicated account until the transfer restrictions are lifted.
Dilution RateAs this is a disposal of treasury shares, the increase in the total number of issued shares is Not disclosed
Total number of issued sharesThe total number of issued shares will not increase because this is a 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 on 24 June 2026 was ¥1,059. The discount and premium rates are 0%.
Transfer restriction periodEligible directors: from the payment date until the date on which they cease to be a director or retire from another position at the Company or a position designated by the Company's Board of Directors. Eligible employees: from 24 July 2026 to 23 July 2027.
Conditions for lifting transfer restrictionsFor eligible directors, all transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that they continuously hold the position of director throughout the service period. In the event of retirement or resignation for a valid reason, or death, the restrictions will be lifted in proportion to the period of service. For eligible employees, all transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that they continuously remain employees throughout that period.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions at the time the restrictions are scheduled to be lifted. If an eligible employee leaves the Company before the end of the restricted transfer period for any reason other than mandatory retirement or death. If any shares remain subject to transfer restrictions in connection with a reorganisation or other similar event.
Categories and Number of Persons Covered3 eligible directors, 3,000 shares; 95 eligible employees, 24,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥28,593,000. The annual compensation limit for eligible directors is ¥30 million or less.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

For directors, to provide an incentive to achieve sustained growth in corporate value by owning the Company's shares and to promote shared value between directors and shareholders. For employees, to increase their awareness of participating in management, pursue sustained growth in corporate value, and encourage continued employment.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Employees | SONOCOM CO.,LTD. (7902) timely disclosure | Komori