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Share Issuance and Disposal9338INFORICH INC.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as a Post-Delivery Share-Based Compensation Plan

The Company resolved to issue 11,653 common shares under a post-delivery stock compensation plan for directors, executive officers and certain employees. There are 29 eligible recipients in total, and the total issue price is ¥52,846,355.

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11653
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as post-delivery stock compensation

Who receives how much11,653Shares

11,653 common shares (new shares)

Directors of the Company (excluding outside directors)2 / 3,394 shares
The Company's outside directors4 / 1,356 shares
The Company's executive officers9 / 5,342 shares
Employees of the Company14 / 1,561 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.

¥4,535 per share
Total issue value

¥52,846,355

Amount of funds to be raised
Total payment amount: ¥31,305,105; estimated net proceeds: Not disclosed (directors and outside directors are not required to make payment or contribute assets in kind)
Total Stock-Based Compensation
Total monetary compensation claims of ¥31,305,105 for executive officers and certain employees. The amount for directors is Not disclosed.
発行済株式総数

Less than 25% (specific rate: 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.

Categories and Number of Persons Covered
2 directors, 3,394 shares; 4 outside directors, 1,356 shares; 9 executive officers, 5,342 shares; 14 employees, 1,561 shares
Payment date
18 May 2026
Basis for determining the amount to be paid
The closing price of ¥4,535 on the Tokyo Stock Exchange on 21 April 2026, the business day preceding the date of the Board of Directors’ resolution. This amount is calculated by applying 100.09% (0.09% premium) to the average closing price of ¥4,530 for the most recent one-month period (22 March 2026 to 21 April 2026), 115.56% (15.56% premium) to the average closing price of ¥3,924 for the most recent three-month period (22 January 2026 to 21 April 2026), and 158.12% (58.12% premium) to the average closing price of ¥2,868 for the most recent six-month period (22 October 2025 to 21 April 2026).
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a shareholder approval procedure as prescribed in Article 432 of the Tokyo Stock Exchange’s Securities Listing Regulations.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as post-delivery stock compensation
Number of shares to be issued or disposed of11,653 common shares (new shares)
Issue price and disposal price¥4,535 per share
Total issue value¥52,846,355
Amount of funds to be raisedTotal payment amount: ¥31,305,105; estimated net proceeds: Not disclosed (directors and outside directors are not required to make payment or contribute assets in kind)
Payment date18 May 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of Shares 3,394 shares, Name The Company's outside directors / Number of Employees 4 / Number of Shares 1,356 shares, Name The Company's executive officers / Number of Employees 9 / Number of Shares 5,342 shares, Name Employees of the Company / Number of Employees 14 / Number of Shares 1,561 shares
Dilution RateLess than 25% (specific rate: Not disclosed)
Basis for determining the amount to be paidThe closing price of ¥4,535 on the Tokyo Stock Exchange on 21 April 2026, the business day preceding the date of the Board of Directors’ resolution. This amount is calculated by applying 100.09% (0.09% premium) to the average closing price of ¥4,530 for the most recent one-month period (22 March 2026 to 21 April 2026), 115.56% (15.56% premium) to the average closing price of ¥3,924 for the most recent three-month period (22 January 2026 to 21 April 2026), and 158.12% (58.12% premium) to the average closing price of ¥2,868 for the most recent six-month period (22 October 2025 to 21 April 2026).
Categories and Number of Persons Covered2 directors, 3,394 shares; 4 outside directors, 1,356 shares; 9 executive officers, 5,342 shares; 14 employees, 1,561 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥31,305,105 for executive officers and certain employees. The amount for directors is Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a shareholder approval procedure as prescribed in Article 432 of the Tokyo Stock Exchange’s Securities Listing Regulations.
Items this document does not state (16)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationUnderwriter / 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 clarify the link between directors’ compensation and the Company’s performance and share value, provide directors with an incentive to sustainably enhance corporate value, and promote value sharing between directors and shareholders. The Company will also extend the RSU plan to executive officers and certain employees.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as a Post-Delivery Share-Based Compensation Plan | INFORICH INC. (9338) timely disclosure | Komori