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Share Issuance and Disposal9168Rise Consulting Group,Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors, Executive Officers and Employees

The Company resolved to dispose of 206,200 treasury shares as restricted stock compensation to a total of 27 directors, executive officers and employees. The shares may not be transferred for a specified period, until the holder retires or leaves the Company, and will be acquired by the Company without compensation if the applicable conditions are not met.

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Scale
206200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much206,200Shares

206,200 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 99,900 shares
The Company's executive officers6 / 56,100 shares
Employees of the Company18 / 50,200 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.

¥382 per share
Total issue value

¥78,768,400

Amount of funds to be raised
Total amount paid in: ¥78,768,400; estimated net proceeds: Not disclosed (the entire amount of monetary compensation receivables granted to the eligible recipients will be contributed in kind)
Total Stock-Based Compensation
Total monetary compensation receivables of ¥78,768,400 (for directors, within the annual compensation limit of ¥100,000 thousand)
発行済株式総数

Not applicable (disposal of treasury shares only)

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 26 June 2026 until the holder retires or leaves the Company. In principle, the conditions for lifting the restrictions will be assessed after 3 years have elapsed from the payment date.
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full upon expiry of the transfer restriction period, provided that the recipient has continuously held one of the positions of director, corporate auditor, executive officer or employee of the Company's group through the date 3 years after the payment date. In the event of retirement or departure upon expiry of the term of office, death or other justifiable reason, the restrictions will be lifted in proportion to the recipient's period of service.
Reason for acquisition without consideration
The Company will acquire without compensation any shares whose transfer restrictions have not been lifted when the transfer restriction period expires, as well as any shares subject to certain events stipulated in the allotment agreement, including retirement or departure during the service provision period for reasons other than a justifiable reason.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors), 99,900 shares; 6 executive officers of the Company, 56,100 shares; 18 employees of the Company, 50,200 shares
Intended allottee's holding policy
From 26 June 2026 until the holder retires or leaves the Company, the shares may not be transferred, pledged or otherwise disposed of in any way.
Payment date
26 June 2026
Basis for determining the amount to be paid
The amount is equal to the closing price of ¥382 for the Company's common shares on the Tokyo Stock Exchange Growth Market on 28 May 2026, the business day preceding the date of the Board of Directors' resolution. The discount rate and premium rate are both 0%.
Procedures under the Corporate Code of Conduct
At the 4th Annual General Meeting of Shareholders held on 31 May 2024, approval was granted for the provision of monetary compensation receivables to eligible directors and the issuance or disposal of up to 100,000 common shares per year. This disposal was resolved by the Board of Directors. Acquisition of an opinion from an independent third party: 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 of206,200 common shares of the Company (treasury shares)
Issue price and disposal price¥382 per share
Total issue value¥78,768,400
Amount of funds to be raisedTotal amount paid in: ¥78,768,400; estimated net proceeds: Not disclosed (the entire amount of monetary compensation receivables granted to the eligible recipients will be contributed in kind)
Payment date26 June 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 99,900 shares, Category The Company's executive officers / Number of Employees 6 / Number of Shares 56,100 shares, Category Employees of the Company / Number of Employees 18 / Number of Shares 50,200 shares
Intended allottee's holding policyFrom 26 June 2026 until the holder retires or leaves the Company, the shares may not be transferred, pledged or otherwise disposed of in any way.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe amount is equal to the closing price of ¥382 for the Company's common shares on the Tokyo Stock Exchange Growth Market on 28 May 2026, the business day preceding the date of the Board of Directors' resolution. The discount rate and premium rate are both 0%.
Transfer restriction periodFrom 26 June 2026 until the holder retires or leaves the Company. In principle, the conditions for lifting the restrictions will be assessed after 3 years have elapsed from the payment date.
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full upon expiry of the transfer restriction period, provided that the recipient has continuously held one of the positions of director, corporate auditor, executive officer or employee of the Company's group through the date 3 years after the payment date. In the event of retirement or departure upon expiry of the term of office, death or other justifiable reason, the restrictions will be lifted in proportion to the recipient's period of service.
Reason for acquisition without considerationThe Company will acquire without compensation any shares whose transfer restrictions have not been lifted when the transfer restriction period expires, as well as any shares subject to certain events stipulated in the allotment agreement, including retirement or departure during the service provision period for reasons other than a justifiable reason.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors), 99,900 shares; 6 executive officers of the Company, 56,100 shares; 18 employees of the Company, 50,200 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥78,768,400 (for directors, within the annual compensation limit of ¥100,000 thousand)
Procedures under the Corporate Code of ConductAt the 4th Annual General Meeting of Shareholders held on 31 May 2024, approval was granted for the provision of monetary compensation receivables to eligible directors and the issuance or disposal of up to 100,000 common shares per year. This disposal was resolved by the Board of Directors. Acquisition of an opinion from an independent third party: Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise 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 provide incentives for the sustainable enhancement of corporate value and promote value sharing with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors, Executive Officers and Employees | Rise Consulting Group,Inc. (9168) timely disclosure | Komori