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Share Issuance and Disposal7972ITOKI CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 62,300 treasury shares as restricted stock compensation to 34 directors and executive officers. The disposal price is ¥3,480 per share, and the transfer restriction period is 3 years.

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Neutral
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62300
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much62,300Shares

62,300 treasury shares

4 directors (excluding outside directors)31,300 shares
2 audit & supervisory board members (excluding outside audit & supervisory board members)2,000 shares
5 senior executive officers who do not concurrently serve as directors6,000 shares
23 executive officers who do not concurrently serve as directors23,000 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.

¥3,480 per share
Total issue value

¥216,804,000

Amount of funds to be raised
Total subscription payment: ¥216,804,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥216,804,000
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 12 May 2026 to 11 May 2029 (3 years)
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the following positions during the transfer restriction period: director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries. In the event of retirement or resignation upon expiration of the term of office, mandatory retirement or other legitimate grounds, the transfer restriction will be lifted immediately after the retirement or resignation. In the event of death, it will be lifted at a time separately determined by the Board of Directors after the death.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restriction has not been lifted as of the expiration of the transfer restriction period or the time when the transfer restriction is lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 31,300 shares, Category Audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 2 / Number of allocated shares 2,000 shares, Category Senior executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 6,000 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 23 / Number of allocated shares 23,000 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares.
Payment date
12 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 10 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,480. The discount rate and premium rate are Not disclosed.
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 of62,300 treasury shares
Issue price and disposal price¥3,480 per share
Total issue value¥216,804,000
Amount of funds to be raisedTotal subscription payment: ¥216,804,000; estimated net proceeds: Not disclosed
Payment date12 May 2026
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 31,300 shares, Name 2 audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Shares 2,000 shares, Name 5 senior executive officers who do not concurrently serve as directors / Number of Shares 6,000 shares, Name 23 executive officers who do not concurrently serve as directors / Number of Shares 23,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 10 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,480. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 12 May 2026 to 11 May 2029 (3 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the following positions during the transfer restriction period: director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries. In the event of retirement or resignation upon expiration of the term of office, mandatory retirement or other legitimate grounds, the transfer restriction will be lifted immediately after the retirement or resignation. In the event of death, it will be lifted at a time separately determined by the Board of Directors after the death.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restriction has not been lifted as of the expiration of the transfer restriction period or the time when the transfer restriction is lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 31,300 shares, Category Audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 2 / Number of allocated shares 2,000 shares, Category Senior executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 6,000 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 23 / Number of allocated shares 23,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥216,804,000
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

To provide an incentive to enhance corporate value over the medium to long term and align the interests of the recipients with those of shareholders. The Company also took into account the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other recipient, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ITOKI CORPORATION (7972) timely disclosure | Komori