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Share Issuance and Disposal9344Axis Consulting CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 4,385 treasury shares to 1 director as restricted stock compensation. The total disposal price is ¥5,998,680, and the transfer restrictions will be lifted subject to conditions including continued service for a specified period.

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4385
Shares
Wording
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,385Shares

4,385 treasury shares

1 director (excluding directors who are Audit and Supervisory Committee members and outside directors): 4,385 shares

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

¥1,368 per share
Amount of funds to be raised

Total payment amount: ¥5,998,680 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Aggregate monetary compensation claims: ¥5,998,680. The annual compensation limit is ¥100 million.
発行済株式総数

As this is a disposition of treasury shares, the increase in the total number of issued shares is Not disclosed.

0.09% (based on 4,974,848 issued shares excluding treasury shares as of 30 June 2026)

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 28 October 2026 until the director loses any of the positions specified by the Board of Directors in the allocation agreement
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the director has continuously held the prescribed position throughout the service period ending on the day before the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If the director loses the position for a legitimate reason, the number of shares and timing of the lifting of restrictions will be adjusted reasonably.
Reason for acquisition without consideration
The company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period, all shares if the director loses the position before the end of the service period without a legitimate reason, and shares subject to other specified events.
Categories and Number of Persons Covered
1 director (excluding directors who are Audit and Supervisory Committee members and outside directors): 4,385 shares
Intended allottee's holding policy
From 28 October 2026 until the director loses the position specified by the Board of Directors, the shares may not be transferred, pledged, or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
28 October 2026
Basis for determining the amount to be paid
The closing price for ordinary trading on the Tokyo Stock Exchange on 28 September 2026 was ¥1,368. The company believes this does not constitute a particularly favorable price. The discount/premium rate is Not disclosed.
Procedures under the Corporate Code of Conduct
At the 24th Annual General Meeting of Shareholders held on 24 September 2025, approval was obtained for an annual limit of ¥100 million on the aggregate monetary compensation claims and an annual limit of 100,000 shares, among other matters.
Impact on Business Performance
The dilution from this disposition of treasury shares is small at 0.09%, and the company believes it is reasonable in light of the purpose of the scheme.
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 of4,385 treasury shares
Issue price and disposal price¥1,368 per share
Amount of funds to be raisedTotal payment amount: ¥5,998,680 (estimated net proceeds: Not disclosed)
Payment date28 October 2026
Intended allottee1 director (excluding directors who are Audit and Supervisory Committee members and outside directors): 4,385 shares
Intended allottee's holding policyFrom 28 October 2026 until the director loses the position specified by the Board of Directors, the shares may not be transferred, pledged, or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution Rate0.09% (based on 4,974,848 issued shares excluding treasury shares as of 30 June 2026)
Total number of issued sharesAs this is a disposition of treasury shares, the increase in the total number of issued shares is Not disclosed.
Basis for determining the amount to be paidThe closing price for ordinary trading on the Tokyo Stock Exchange on 28 September 2026 was ¥1,368. The company believes this does not constitute a particularly favorable price. The discount/premium rate is Not disclosed.
Transfer restriction periodFrom 28 October 2026 until the director loses any of the positions specified by the Board of Directors in the allocation agreement
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the director has continuously held the prescribed position throughout the service period ending on the day before the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If the director loses the position for a legitimate reason, the number of shares and timing of the lifting of restrictions will be adjusted reasonably.
Reason for acquisition without considerationThe company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period, all shares if the director loses the position before the end of the service period without a legitimate reason, and shares subject to other specified events.
Categories and Number of Persons Covered1 director (excluding directors who are Audit and Supervisory Committee members and outside directors): 4,385 shares
Total Stock-Based CompensationAggregate monetary compensation claims: ¥5,998,680. The annual compensation limit is ¥100 million.
Procedures under the Corporate Code of ConductAt the 24th Annual General Meeting of Shareholders held on 24 September 2025, approval was obtained for an annual limit of ¥100 million on the aggregate monetary compensation claims and an annual limit of 100,000 shares, among other matters.
Impact on Business PerformanceThe dilution from this disposition of treasury shares is small at 0.09%, and the company believes it is reasonable in light of the purpose of the scheme.
Items this document does not state (11)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 directors with an incentive to achieve sustained growth in corporate value and further promote the sharing of value between directors and shareholders.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Axis Consulting Corporation (9344) timely disclosure | Komori