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Share Issuance and Disposal9253Slogan Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 9,759 treasury shares it holds as restricted stock compensation for 3 directors. The shares will be disposed of at ¥738 per share, for a total amount of ¥7,202,142.

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Neutral
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Scale
9759
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,759Shares

9,759 shares of the Company's common stock (treasury shares)

1 director (excluding directors who are Audit and Supervisory Committee Members)3,253 shares
2 directors who are Audit and Supervisory Committee Members6,506 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.

¥738 per share
Total issue value

¥7,202,142

Total Stock-Based Compensation
Monetary compensation receivables of ¥7,202,142 (the amount to be paid on this occasion based on the Board of Directors' resolution). The annual compensation limits are ¥10 million or less for directors (excluding directors who are Audit & Supervisory Committee members) and ¥10 million or less for directors who are Audit & Supervisory Committee members.
発行済株式総数

Not applicable (disposal of treasury shares)

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 22 July 2026 until the later of the end of 3 years from that date or the date on which 1 year has elapsed since the eligible director retired from an officer or other position at the Company or one of its subsidiaries.
Conditions for lifting transfer restrictions
The eligible director must continuously hold the position of director, Audit & Supervisory Board member, executive officer or employee of the Company or one of its subsidiaries until the end of the predetermined term of office during the transfer restriction period. In the event of retirement or resignation upon expiration of the term of office, death or for any other reason deemed legitimate by the Board of Directors, the number of shares subject to the restrictions will be reasonably adjusted according to the period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the transfer restriction period expires, as well as shares held by an eligible director who retires or resigns for personal reasons without legitimate grounds, violates any law or regulation, breaches internal rules or violates the obligation to refrain from competition, or falls under any other matter stipulated in the relevant allocation agreement. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted due to a corporate reorganization or similar event.
Categories and Number of Persons Covered
1 director (excluding directors who are Audit & Supervisory Committee members), 3,253 shares; 2 directors who are Audit & Supervisory Committee members, 6,506 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 22 June 2026, was ¥738. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the 21st Annual General Meeting of Shareholders held on 27 May 2026, approval was obtained for this system, the compensation limits and the share-number limits.
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 of9,759 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥738 per share
Total issue value¥7,202,142
Payment date22 July 2026
Intended allotteeName 1 director (excluding directors who are Audit and Supervisory Committee Members) / Number of Shares 3,253 shares, Name 2 directors who are Audit and Supervisory Committee Members / Number of Shares 6,506 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 22 June 2026, was ¥738. No discount or premium is stated.
Transfer restriction periodFrom 22 July 2026 until the later of the end of 3 years from that date or the date on which 1 year has elapsed since the eligible director retired from an officer or other position at the Company or one of its subsidiaries.
Conditions for lifting transfer restrictionsThe eligible director must continuously hold the position of director, Audit & Supervisory Board member, executive officer or employee of the Company or one of its subsidiaries until the end of the predetermined term of office during the transfer restriction period. In the event of retirement or resignation upon expiration of the term of office, death or for any other reason deemed legitimate by the Board of Directors, the number of shares subject to the restrictions will be reasonably adjusted according to the period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the transfer restriction period expires, as well as shares held by an eligible director who retires or resigns for personal reasons without legitimate grounds, violates any law or regulation, breaches internal rules or violates the obligation to refrain from competition, or falls under any other matter stipulated in the relevant allocation agreement. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted due to a corporate reorganization or similar event.
Categories and Number of Persons Covered1 director (excluding directors who are Audit & Supervisory Committee members), 3,253 shares; 2 directors who are Audit & Supervisory Committee members, 6,506 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥7,202,142 (the amount to be paid on this occasion based on the Board of Directors' resolution). The annual compensation limits are ¥10 million or less for directors (excluding directors who are Audit & Supervisory Committee members) and ¥10 million or less for directors who are Audit & Supervisory Committee members.
Procedures under the Corporate Code of ConductAt the 21st Annual General Meeting of Shareholders held on 27 May 2026, approval was obtained for this system, the compensation limits and the share-number limits.
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 the eligible directors with an incentive to pursue sustained growth in corporate value and to promote the sharing of value between the eligible directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Slogan Inc. (9253) timely disclosure | Komori