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Share Issuance and Disposal8769Advantage Risk Management Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,180 treasury shares as restricted stock compensation to 2 directors. The transfer restriction period is 30 years, from 17 July 2026 to 16 July 2056.

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Neutral
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Scale
6180
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,180Shares

6,180 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 6,180 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥485 per share
Total issue value

¥2,997,300

Amount of funds to be raised
Total payment amount: ¥2,997,300; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥2,997,300
発行済株式総数

No increase, as this is a disposal of treasury shares

As this is a disposal of treasury shares and therefore does not increase the total number of issued shares, the dilution rate 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
From 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds one of the following positions throughout the transfer restriction period, all transfer restrictions will be lifted upon expiry of the transfer restriction period: director or executive officer of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, employee, adviser, counselor, or another equivalent position. If the director retires or leaves employment upon expiry of the term of office, mandatory retirement, or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after the retirement or departure.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the transfer restriction period or upon the lifting of transfer restrictions. In the event of a reorganization or similar event, the Company will also acquire without consideration any shares whose transfer restrictions remain in place after the transfer restrictions have been lifted.
Categories and Number of Persons Covered
2 directors of the Company, excluding directors serving as Audit and Supervisory Committee members and outside directors; 6,180 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 way. If an eligible director continuously remains in the relevant position or employment for a specified period, the transfer restrictions will be lifted upon expiry of the transfer restriction period.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, ¥485. The discount and premium rates are not disclosed.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of6,180 treasury shares
Issue price and disposal price¥485 per share
Total issue value¥2,997,300
Amount of funds to be raisedTotal payment amount: ¥2,997,300; estimated net proceeds: not disclosed
Payment date17 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 6,180 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 way. If an eligible director continuously remains in the relevant position or employment for a specified period, the transfer restrictions will be lifted upon expiry of the transfer restriction period.
Dilution RateAs this is a disposal of treasury shares and therefore does not increase the total number of issued shares, the dilution rate is not disclosed.
Total number of issued sharesNo increase, as 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 Standard Market of the Tokyo Stock Exchange on 25 June 2026, ¥485. The discount and premium rates are not disclosed.
Transfer restriction periodFrom 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds one of the following positions throughout the transfer restriction period, all transfer restrictions will be lifted upon expiry of the transfer restriction period: director or executive officer of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, employee, adviser, counselor, or another equivalent position. If the director retires or leaves employment upon expiry of the term of office, mandatory retirement, or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after the retirement or departure.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the transfer restriction period or upon the lifting of transfer restrictions. In the event of a reorganization or similar event, the Company will also acquire without consideration any shares whose transfer restrictions remain in place after the transfer restrictions have been lifted.
Categories and Number of Persons Covered2 directors of the Company, excluding directors serving as Audit and Supervisory Committee members and outside directors; 6,180 shares
Total Stock-Based CompensationTotal monetary claims: ¥2,997,300
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (11)
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 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.

To further motivate the eligible directors, achieve sustained enhancement of corporate value, and promote the sharing of value with shareholders over the medium to long term.

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 Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Advantage Risk Management Co.,Ltd. (8769) timely disclosure | Komori