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Share Issuance and Disposal8609OKASAN SECURITIES GROUP INC.Financials (excluding banks)

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers of the Company and Its Subsidiaries

Okasan Securities Group resolved to dispose of 502,300 treasury shares as restricted stock compensation for a total of 68 directors and executive officers of the Company and its subsidiaries. The shares will be subject to transfer restrictions until the recipients retire from office.

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49Recurring
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Neutral
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Scale
502300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much502,300Shares

502,300 common shares of the Company (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee Members)62,800 shares
11 executive officers of the Company122,900 shares
28 directors of the Company's subsidiaries (excluding directors who are Audit & Supervisory Committee Members and outside directors)145,400 shares
27 executive officers of the Company's subsidiaries171,200 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.

¥955 per share
Total issue value

¥479,696,500

Amount of funds to be raised
Total payment amount: ¥479,696,500; estimated net proceeds: Not disclosed (monetary compensation claims will be contributed in kind)
Total Stock-Based Compensation
Total monetary compensation claims: ¥479,696,500
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 22 July 2026 until the date on which the recipient retires from office
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the recipient's retirement is for a reason deemed legitimate by the Board of Directors. In the event of retirement due to death, the restrictions will be lifted upon retirement due to death. In the event of a reorganization or similar transaction, the number of shares to be released will be reasonably determined by resolution of the Board of Directors.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period. If the recipient retires during the term of office, the Company will acquire without consideration the number of shares corresponding to the remaining period, and if certain events, including misconduct, occur, the Company will acquire all or part of the shares without consideration.
Categories and Number of Persons Covered
2 directors of the Company: 62,800 shares; 11 executive officers of the Company: 122,900 shares; 28 directors of the Company's subsidiaries: 145,400 shares; 27 executive officers of the Company's subsidiaries: 171,200 shares
Intended allottee's holding policy
The transfer restriction period will run from 22 July 2026 until the date on which the recipient retires from office. During this period, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of ¥955 on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium applies.
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 of502,300 common shares of the Company (treasury shares)
Issue price and disposal price¥955 per share
Total issue value¥479,696,500
Amount of funds to be raisedTotal payment amount: ¥479,696,500; estimated net proceeds: Not disclosed (monetary compensation claims will be contributed in kind)
Payment date22 July 2026
Intended allotteeName 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Shares 62,800 shares, Name 11 executive officers of the Company / Number of Shares 122,900 shares, Name 28 directors of the Company's subsidiaries (excluding directors who are Audit & Supervisory Committee Members and outside directors) / Number of Shares 145,400 shares, Name 27 executive officers of the Company's subsidiaries / Number of Shares 171,200 shares
Intended allottee's holding policyThe transfer restriction period will run from 22 July 2026 until the date on which the recipient retires from office. During this period, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of ¥955 on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium applies.
Transfer restriction periodFrom 22 July 2026 until the date on which the recipient retires from office
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the recipient's retirement is for a reason deemed legitimate by the Board of Directors. In the event of retirement due to death, the restrictions will be lifted upon retirement due to death. In the event of a reorganization or similar transaction, the number of shares to be released will be reasonably determined by resolution of the Board of Directors.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period. If the recipient retires during the term of office, the Company will acquire without consideration the number of shares corresponding to the remaining period, and if certain events, including misconduct, occur, the Company will acquire all or part of the shares without consideration.
Categories and Number of Persons Covered2 directors of the Company: 62,800 shares; 11 executive officers of the Company: 122,900 shares; 28 directors of the Company's subsidiaries: 145,400 shares; 27 executive officers of the Company's subsidiaries: 171,200 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥479,696,500
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 achieve sustained growth in corporate value and further promote the sharing of value between the recipients and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers of the Company and Its Subsidiaries | OKASAN SECURITIES GROUP INC. (8609) timely disclosure | Komori