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Share Issuance and Disposal9625CERESPO CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 16,219 treasury shares to 7 directors, excluding outside directors, as restricted stock compensation. The disposal price is ¥1,071 per share, and the transfer restriction period is 3 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,219Shares

16,219 common shares of the Company (treasury shares)

7 directors of the Company, excluding outside directors, for a total of 16,219 shares

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

¥1,071 per share
Total issue value

¥17,370,549

Amount of funds to be raised
Total payment amount of ¥17,370,549; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary compensation of ¥17,370,549 (monetary compensation claims in the same amount)
Specific use of funds
Not applicable (contribution in kind of monetary compensation claims held by the eligible directors)
発行済株式総数

No increase, as this is a disposal of treasury shares

No dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase

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
22 July 2026 to 22 July 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the eligible director has continuously remained a director of the Company throughout that period. If the director leaves office due to expiration of the term of office, mandatory retirement, or another legitimate reason, some or all of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
7 directors of the Company, excluding outside directors, for a total of 16,219 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. They will be managed in a designated account.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,071. The discount rate and premium rate were 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 of16,219 common shares of the Company (treasury shares)
Issue price and disposal price¥1,071 per share
Total issue value¥17,370,549
Amount of funds to be raisedTotal payment amount of ¥17,370,549; estimated net proceeds Not disclosed
Specific use of fundsNot applicable (contribution in kind of monetary compensation claims held by the eligible directors)
Payment date22 July 2026
Intended allottee7 directors of the Company, excluding outside directors, for a total of 16,219 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. They will be managed in a designated account.
Dilution RateNo dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase
Total number of issued sharesNo increase, as this is a disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,071. The discount rate and premium rate were Not disclosed.
Transfer restriction period22 July 2026 to 22 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the eligible director has continuously remained a director of the Company throughout that period. If the director leaves office due to expiration of the term of office, mandatory retirement, or another legitimate reason, some or all of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered7 directors of the Company, excluding outside directors, for a total of 16,219 shares
Total Stock-Based CompensationMonetary compensation of ¥17,370,549 (monetary compensation claims in the same amount)
Items this document does not state (11)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

The purpose is to recruit capable individuals as directors and further enhance the motivation of each eligible director, taking into consideration the purpose of the plan, the Company's performance, the scope of each eligible director's responsibilities, and other relevant factors. The plan is also intended to achieve long-term sharing of shareholder value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CERESPO CO.,LTD. (9625) timely disclosure | Komori