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Share Issuance and Disposal8708AIZAWA SECURITIES GROUP CO.,LTD.Financials (excluding banks)

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 41,000 treasury shares as restricted stock compensation to 6 of the Company's directors and 8 executive officers of its subsidiaries. The restriction period is 30 years, from 14 August 2026 to 13 August 2056.

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Scale
41000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much41,000Shares

41,000 shares of the Company's common stock (treasury shares)

6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)24,400 shares
8 executive officers of the Company's subsidiaries16,600 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.

¥1,618 per share
Total issue value

¥66,338,000

Amount of funds to be raised
No cash will be raised. A total of ¥66,338,000 in monetary compensation receivables will be contributed in kind.
Total Stock-Based Compensation
Total monetary compensation receivables of ¥66,338,000. The annual compensation limit for eligible directors is ¥100 million, and the total number of shares allocated is limited to 60,000 shares per year.
発行済株式総数

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

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 14 August 2026 through 13 August 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the eligible directors and other recipients continuously remain directors or executive officers of the Company or its subsidiaries throughout the restriction period, all restrictions will be lifted upon expiry of the restriction period. In the event of expiry of the recipient's term of office, mandatory retirement, retirement or resignation for another legitimate reason, or death, restrictions will be lifted at a specified time for the number of shares corresponding to the period of service. If the recipient's retirement or resignation is due to the Company's circumstances, all restrictions will be lifted.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restriction period or at the specified time following retirement or resignation. In the event of a reorganization or other similar event, the Company will also acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
6 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members, 24,400 shares; 8 executive officers of the Company's subsidiaries, 16,600 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of in any way. The Company will acquire without consideration any shares for which the restrictions are not lifted due to certain specified events.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,618. No discount or premium will be applied.
Impact on Business Performance
No impact on financial results from this treasury share disposal has been 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 of41,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,618 per share
Total issue value¥66,338,000
Amount of funds to be raisedNo cash will be raised. A total of ¥66,338,000 in monetary compensation receivables will be contributed in kind.
Payment date14 August 2026
Intended allotteeCategory 6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 24,400 shares, Category 8 executive officers of the Company's subsidiaries / Number of Shares 16,600 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of in any way. The Company will acquire without consideration any shares for which the restrictions are not lifted due to certain specified events.
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 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,618. No discount or premium will be applied.
Transfer restriction periodFrom 14 August 2026 through 13 August 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the eligible directors and other recipients continuously remain directors or executive officers of the Company or its subsidiaries throughout the restriction period, all restrictions will be lifted upon expiry of the restriction period. In the event of expiry of the recipient's term of office, mandatory retirement, retirement or resignation for another legitimate reason, or death, restrictions will be lifted at a specified time for the number of shares corresponding to the period of service. If the recipient's retirement or resignation is due to the Company's circumstances, all restrictions will be lifted.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restriction period or at the specified time following retirement or resignation. In the event of a reorganization or other similar event, the Company will also acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered6 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members, 24,400 shares; 8 executive officers of the Company's subsidiaries, 16,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥66,338,000. The annual compensation limit for eligible directors is ¥100 million, and the total number of shares allocated is limited to 60,000 shares per year.
Impact on Business PerformanceNo impact on financial results from this treasury share disposal has been disclosed.
Items this document does not state (12)
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 offering

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.

The purpose is to provide incentives for the sustainable enhancement of corporate value and to promote value sharing with shareholders, as well as to attract talented personnel and further motivate the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | AIZAWA SECURITIES GROUP CO.,LTD. (8708) timely disclosure | Komori