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Share Issuance and Disposal9206Star Flyer Inc.Transportation and Logistics

Notice Concerning the Issuance of New Shares as Restricted Stock to Directors

The Company resolved to issue 4,166 common shares as restricted stock to 5 directors. The issue price is ¥1,919 per share, and the payment date is 24 July 2026.

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4166
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock to directors

Who receives how much4,166Shares

4,166 common shares of the Company

5 directors of the Company: 4,116 shares (the total number of shares to be issued is stated as 4,166)

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

¥1,919 per share
Total issue value

¥7,994,554

Amount of funds to be raised
Total payment amount: ¥7,994,554 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary remuneration claims of ¥7,994,554. Within the existing annual monetary remuneration limit for directors of no more than ¥10 million.
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 24 July 2026 (the payment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
Subject to the holder continuously remaining a director of the Company from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted period. If the holder ceases to hold the position due to death or another reason deemed justifiable by the Company's Board of Directors, the number of shares corresponding to the prescribed period of service will be released from the restrictions.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors of the Company: 4,116 shares (the total number of shares to be issued is stated as 4,166)
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period runs from 24 July 2026 until the date on which the holder ceases to hold the position of director of the Company.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,919. No discount or premium rate is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock to directors
Number of shares to be issued or disposed of4,166 common shares of the Company
Issue price and disposal price¥1,919 per share
Total issue value¥7,994,554
Amount of funds to be raisedTotal payment amount: ¥7,994,554 (estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allottee5 directors of the Company: 4,116 shares (the total number of shares to be issued is stated as 4,166)
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period runs from 24 July 2026 until the date on which the holder ceases to hold the position of director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,919. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 (the payment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsSubject to the holder continuously remaining a director of the Company from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted period. If the holder ceases to hold the position due to death or another reason deemed justifiable by the Company's Board of Directors, the number of shares corresponding to the prescribed period of service will be released from the restrictions.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors of the Company: 4,116 shares (the total number of shares to be issued is stated as 4,166)
Total Stock-Based CompensationTotal monetary remuneration claims of ¥7,994,554. Within the existing annual monetary remuneration limit for directors of no more than ¥10 million.
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 incentives for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each director receiving an allocation, and other relevant factors.

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Notice Concerning the Issuance of New Shares as Restricted Stock to Directors | Star Flyer Inc. (9206) timely disclosure | Komori