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Share Issuance and Disposal8929Aoyama Zaisan Networks Company,LimitedReal estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 78,229 treasury shares to 6 directors of the Company and its subsidiaries as restricted stock compensation. The disposal price is ¥1,377 per share, for a total of ¥107,721,333.

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Direction
Neutral
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Scale
78229
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much78,229Shares

78,229 common shares of the Company (treasury shares)

4 of the Company's directors, excluding outside directors50,000 shares
2 directors of subsidiaries of the Company28,229 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.

¥1,377 per share
Total issue value

¥107,721,333

Total Stock-Based Compensation
Aggregate monetary compensation claims of ¥107,721,333. Directors' compensation is capped at ¥500 million per year.
発行済株式総数

The total number of shares issued will not increase because this is solely 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 10 June 2026 until the date on which the recipient ceases to serve as a director of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The restrictions will be lifted on all of the allocated shares held by the recipient upon expiration of the restriction period. However, if the recipient ceases to serve as a director for a reason deemed valid by the Board of Directors, the restrictions will be lifted immediately after the cessation. In the event of a reorganization or similar transaction, the restrictions will be lifted at the time immediately preceding the business day before the effective date, subject to the prescribed conditions.
Reason for acquisition without consideration
If the recipient ceases to serve as a director of the Company or one of its subsidiaries without a valid reason, if the restrictions have not been lifted upon expiration of the restriction period, or if the restrictions have not been lifted due to a reorganization or similar transaction.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 50,000 shares; 2 directors of the Company's subsidiaries, 28,229 shares
Intended allottee's holding policy
During the restriction period, the recipients may not transfer, create a pledge or security interest by way of transfer, make a lifetime gift or bequest, or otherwise dispose of the shares in any way. The restriction period runs until the date on which the recipient ceases to serve as a director of the Company or one of its subsidiaries.
Payment date
10 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 14 May 2026, ¥1,377. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 31st Annual General Meeting of Shareholders held on 30 March 2022, approval was obtained for the introduction of a restricted stock compensation plan and related matters.
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 of78,229 common shares of the Company (treasury shares)
Issue price and disposal price¥1,377 per share
Total issue value¥107,721,333
Payment date10 June 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 50,000 shares, Name 2 directors of subsidiaries of the Company / Number of Shares 28,229 shares
Intended allottee's holding policyDuring the restriction period, the recipients may not transfer, create a pledge or security interest by way of transfer, make a lifetime gift or bequest, or otherwise dispose of the shares in any way. The restriction period runs until the date on which the recipient ceases to serve as a director of the Company or one of its subsidiaries.
Total number of issued sharesThe total number of shares issued will not increase because this is solely a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 14 May 2026, ¥1,377. No discount or premium applies.
Transfer restriction periodFrom 10 June 2026 until the date on which the recipient ceases to serve as a director of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe restrictions will be lifted on all of the allocated shares held by the recipient upon expiration of the restriction period. However, if the recipient ceases to serve as a director for a reason deemed valid by the Board of Directors, the restrictions will be lifted immediately after the cessation. In the event of a reorganization or similar transaction, the restrictions will be lifted at the time immediately preceding the business day before the effective date, subject to the prescribed conditions.
Reason for acquisition without considerationIf the recipient ceases to serve as a director of the Company or one of its subsidiaries without a valid reason, if the restrictions have not been lifted upon expiration of the restriction period, or if the restrictions have not been lifted due to a reorganization or similar transaction.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 50,000 shares; 2 directors of the Company's subsidiaries, 28,229 shares
Total Stock-Based CompensationAggregate monetary compensation claims of ¥107,721,333. Directors' compensation is capped at ¥500 million per year.
Procedures under the Corporate Code of ConductAt the 31st Annual General Meeting of Shareholders held on 30 March 2022, approval was obtained for the introduction of a restricted stock compensation plan and related matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Aoyama Zaisan Networks Company,Limited (8929) timely disclosure | Komori