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Share Issuance and Disposal9551METAWATER Co.,Ltd.Electricity and gas

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 25,400 treasury shares as restricted stock compensation for directors, executive officers and executive advisers. The total disposal value is ¥89,789,000, and the shares may not be transferred for a specified period, through resignation or retirement, or otherwise.

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25400
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,400Shares

25,400 shares of the company's common stock (treasury shares)

Directors of the Company (excluding outside directors)4 / 7,300 shares
The Company's executive officers who do not concurrently serve as directors12 / 12,000 shares
The company's executive advisers5 / 6,100 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.

¥3,535 per share
Amount of funds to be raised

Total payment amount: ¥89,789,000; estimated net proceeds: Not disclosed. As the recipients will contribute all of their monetary receivables in kind, this is not a conventional financing.

Total Stock-Based Compensation
Total monetary receivables: ¥89,789,000. The annual cap on monetary compensation for eligible directors is ¥150 million.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 the disposal date until immediately after the recipient resigns or retires from any position in the company or its subsidiaries within the company group. However, the period may be extended until the filing of a prescribed annual securities report or semi-annual report.
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the positions within the company group during the service period covered by this grant. If the recipient resigns or retires upon expiry of their term, reaching retirement age, death or other legitimate reasons, the restrictions will be lifted for the number of shares corresponding to their period of service.
Reason for acquisition without consideration
At the end of the restriction period or immediately after the restrictions are lifted, the company will automatically acquire without consideration any of the granted shares for which the restrictions remain in place. In the event of a corporate reorganization or similar event, the company will also acquire without consideration any shares for which the restrictions remain in place.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 7,300 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 12 / Number of allocated shares 12,000 shares, Category The company's executive advisers / Number of Employees 5 / Number of allocated shares 6,100 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. They will be managed in dedicated accounts until the recipients resign or retire, or otherwise cease to hold their positions.
Payment date
22 July 2026 (disposal date)
Basis for determining the amount to be paid
The closing price of the company's common stock on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the board resolution, was ¥3,535. No discount or premium is disclosed.
Procedures under the Corporate Code of Conduct
A timely disclosure report will be filed under the Financial Instruments and Exchange Act. Whether an independent third-party opinion will be obtained and whether shareholder approval will be sought: 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 of25,400 shares of the company's common stock (treasury shares)
Issue price and disposal price¥3,535 per share
Amount of funds to be raisedTotal payment amount: ¥89,789,000; estimated net proceeds: Not disclosed. As the recipients will contribute all of their monetary receivables in kind, this is not a conventional financing.
Payment date22 July 2026 (disposal date)
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 7,300 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 12 / Number of Shares 12,000 shares, Category The company's executive advisers / Number of Employees 5 / Number of Shares 6,100 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. They will be managed in dedicated accounts until the recipients resign or retire, or otherwise cease to hold their positions.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the company's common stock on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the board resolution, was ¥3,535. No discount or premium is disclosed.
Transfer restriction periodFrom the disposal date until immediately after the recipient resigns or retires from any position in the company or its subsidiaries within the company group. However, the period may be extended until the filing of a prescribed annual securities report or semi-annual report.
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the positions within the company group during the service period covered by this grant. If the recipient resigns or retires upon expiry of their term, reaching retirement age, death or other legitimate reasons, the restrictions will be lifted for the number of shares corresponding to their period of service.
Reason for acquisition without considerationAt the end of the restriction period or immediately after the restrictions are lifted, the company will automatically acquire without consideration any of the granted shares for which the restrictions remain in place. In the event of a corporate reorganization or similar event, the company will also acquire without consideration any shares for which the restrictions remain in place.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 7,300 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 12 / Number of allocated shares 12,000 shares, Category The company's executive advisers / Number of Employees 5 / Number of allocated shares 6,100 shares
Total Stock-Based CompensationTotal monetary receivables: ¥89,789,000. The annual cap on monetary compensation for eligible directors is ¥150 million.
Procedures under the Corporate Code of ConductA timely disclosure report will be filed under the Financial Instruments and Exchange Act. Whether an independent third-party opinion will be obtained and whether shareholder approval will be sought: Not disclosed.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 sustained enhancement of corporate value, promote value sharing with shareholders, and further enhance the motivation of the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | METAWATER Co.,Ltd. (9551) timely disclosure | Komori