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Share Issuance and Disposal9612LUCKLAND CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation for the Company's Directors

The Company resolved to issue 26,900 common shares as restricted stock compensation for 10 directors. The total issue price is ¥37,875,200, and the payment date is 25 May 2026.

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Neutral
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Scale
26900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much26,900Shares

26,900 common shares of the Company (new shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members)6 / 18,000 shares
Directors of the Company who are Audit and Supervisory Committee members4 / 8,900 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.

¥1,408 per share
Total issue value

¥37,875,200

Amount of funds to be raised
Total amount paid: ¥37,875,200; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥37,875,200. The compensation limits are ¥90,000 thousand per year for directors (excluding directors serving as Audit and Supervisory Committee members), including up to ¥27,000 thousand per year for outside directors, and ¥30,000 thousand per year for directors serving as Audit and Supervisory Committee members.
Existing Shares and Increase
+0.24%Rate of increase
10,366,700 shares10,393,600Shares

0.24% (as a percentage of the total number of issued shares as of 28 April 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 25 May 2026 until the date on which the eligible recipient leaves office or employment in any capacity as a director or employee of the Company
Conditions for lifting transfer restrictions
Provided that the eligible recipient remains in office or employment as either a director or employee of the Company continuously from 25 May 2026 until the first annual general meeting of shareholders held thereafter, all of the shares covered by this allocation held at the end of the restricted period will be released from the restrictions. In the event of departure from office or employment for a valid reason, part of the restrictions will be lifted based on the number of months in office.
Reason for acquisition without consideration
If the eligible recipient leaves office or employment without a valid reason before the day preceding the first annual general meeting of shareholders held thereafter, or if any shares remain subject to the restrictions at the end of the restricted period. In the event of a corporate reorganization or similar event, the Company will also acquire the shares that remain subject to the restrictions without compensation.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 18,000 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 4 / Number of allocated shares 8,900 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
25 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 27 April 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,408. The discount and premium rates are both 0%.
Procedures under the Corporate Code of Conduct
At the 56th Annual General Meeting of Shareholders held on 30 March 2026, approval was obtained for the introduction of the restricted stock compensation plan and the applicable compensation limits.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of26,900 common shares of the Company (new shares)
Issue price and disposal price¥1,408 per share
Total issue value¥37,875,200
Amount of funds to be raisedTotal amount paid: ¥37,875,200; estimated net proceeds: Not disclosed
Payment date25 May 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 6 / Number of Shares 18,000 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 4 / Number of Shares 8,900 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution Rate0.24% (as a percentage of the total number of issued shares as of 28 April 2026)
Total number of issued shares10,366,700 shares → 10,393,600 shares(0.24%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 27 April 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,408. The discount and premium rates are both 0%.
Transfer restriction periodFrom 25 May 2026 until the date on which the eligible recipient leaves office or employment in any capacity as a director or employee of the Company
Conditions for lifting transfer restrictionsProvided that the eligible recipient remains in office or employment as either a director or employee of the Company continuously from 25 May 2026 until the first annual general meeting of shareholders held thereafter, all of the shares covered by this allocation held at the end of the restricted period will be released from the restrictions. In the event of departure from office or employment for a valid reason, part of the restrictions will be lifted based on the number of months in office.
Reason for acquisition without considerationIf the eligible recipient leaves office or employment without a valid reason before the day preceding the first annual general meeting of shareholders held thereafter, or if any shares remain subject to the restrictions at the end of the restricted period. In the event of a corporate reorganization or similar event, the Company will also acquire the shares that remain subject to the restrictions without compensation.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 18,000 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 4 / Number of allocated shares 8,900 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥37,875,200. The compensation limits are ¥90,000 thousand per year for directors (excluding directors serving as Audit and Supervisory Committee members), including up to ¥27,000 thousand per year for outside directors, and ¥30,000 thousand per year for directors serving as Audit and Supervisory Committee members.
Procedures under the Corporate Code of ConductAt the 56th Annual General Meeting of Shareholders held on 30 March 2026, approval was obtained for the introduction of the restricted stock compensation plan and the applicable compensation limits.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 achieve sustained growth in corporate value and to further promote the sharing of value with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation for the Company's Directors | LUCKLAND CO.,LTD. (9612) timely disclosure | Komori