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Share Issuance and Disposal8056BIPROGY Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 39,093 treasury shares held by the Company to 16 directors and other officers of the Company and its subsidiaries as restricted stock compensation. The shares will be subject to transfer restrictions based on continued service, performance metrics, ESG metrics and other criteria.

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162118671
¥
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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 much39,093Shares

39,093 common shares of the Company (treasury shares)

3 executive directors of the Company15,200 shares
8 executive officers who do not concurrently serve as directors of the Company21,000 shares
2 executive directors of the Company's subsidiaries1,591 shares
3 executive officers of the Company's subsidiaries who do not concurrently serve as directors1,302 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.

¥4,147 per share
Total issue value

¥162,118,671

Amount of funds to be raised
Total payment amount: ¥162,118,671; estimated net proceeds: Not disclosed (contribution in kind)
Total Stock-Based Compensation
Total amount of monetary claims granted: ¥162,118,671. The annual compensation limit for executive directors approved on 25 June 2021 is ¥200 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.

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 23 July 2026 until immediately after the recipient retires from a specified position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
For eligible directors of the Company, the transfer restrictions will be lifted upon expiration of the transfer restriction period for the number of shares satisfying the continued-service condition, the medium- to long-term performance condition based on a comparison of the Company's TSR with TOPIX growth, and the long-term performance condition based on achievement of the materiality targets under Vision2030, including ESG targets. For eligible officers of the Company's subsidiaries, the transfer restrictions will generally be lifted on all of the shares allotted if they remain continuously in the specified position.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which it is confirmed that the transfer restrictions will not be lifted, any shares subject to specified contractual events such as retirement without legitimate cause, and all or part of the shares if the recipient engages in conduct violating laws or regulations or other similar conduct.
Categories and Number of Persons Covered
Category Executive directors of the Company / Number of Employees 3 / Number of allocated shares 15,200 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of allocated shares 21,000 shares, Category Executive directors of the Company's subsidiaries / Number of Employees 2 / Number of allocated shares 1,591 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 3 / Number of allocated shares 1,302 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,147. 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 of39,093 common shares of the Company (treasury shares)
Issue price and disposal price¥4,147 per share
Total issue value¥162,118,671
Amount of funds to be raisedTotal payment amount: ¥162,118,671; estimated net proceeds: Not disclosed (contribution in kind)
Payment date23 July 2026
Intended allotteeName 3 executive directors of the Company / Number of Shares 15,200 shares, Name 8 executive officers who do not concurrently serve as directors of the Company / Number of Shares 21,000 shares, Name 2 executive directors of the Company's subsidiaries / Number of Shares 1,591 shares, Name 3 executive officers of the Company's subsidiaries who do not concurrently serve as directors / Number of Shares 1,302 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
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 Prime Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,147. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 23 July 2026 until immediately after the recipient retires from a specified position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsFor eligible directors of the Company, the transfer restrictions will be lifted upon expiration of the transfer restriction period for the number of shares satisfying the continued-service condition, the medium- to long-term performance condition based on a comparison of the Company's TSR with TOPIX growth, and the long-term performance condition based on achievement of the materiality targets under Vision2030, including ESG targets. For eligible officers of the Company's subsidiaries, the transfer restrictions will generally be lifted on all of the shares allotted if they remain continuously in the specified position.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which it is confirmed that the transfer restrictions will not be lifted, any shares subject to specified contractual events such as retirement without legitimate cause, and all or part of the shares if the recipient engages in conduct violating laws or regulations or other similar conduct.
Categories and Number of Persons CoveredCategory Executive directors of the Company / Number of Employees 3 / Number of allocated shares 15,200 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of allocated shares 21,000 shares, Category Executive directors of the Company's subsidiaries / Number of Employees 2 / Number of allocated shares 1,591 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 3 / Number of allocated shares 1,302 shares
Total Stock-Based CompensationTotal amount of monetary claims granted: ¥162,118,671. The annual compensation limit for executive directors approved on 25 June 2021 is ¥200 million or less.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 healthy incentives for the sustainable growth of the corporate value of the Company Group and to further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | BIPROGY Inc. (8056) timely disclosure | Komori