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Share Issuance and Disposal9682DTS CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Grants to the Employee Stock Ownership Association

The Company resolved to dispose of up to 204,702 treasury shares by way of a third-party allotment to grant restricted stock to employees through the employee shareholding association. The actual number of shares and total disposal amount will be determined at a later date based on factors including the number of employees who consent to participate in the plan.

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Direction
Neutral
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Scale
204702
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock awards to an employee shareholding association

Who receives how much204,702Shares

The Company's common shares: up to 204,702 shares (the actual number of shares to be disposed of will be determined based on the number of shares applied for as specified by the employee shareholding association)

DTS Group Employee Shareholding AssociationUp to 204,702 shares

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

¥977 per share
Total issue value

¥199,993,854 (maximum)

発行済株式総数

0.12% of the total number of issued shares and 0.13% of the total number of voting rights (based on the maximum number of shares to be disposed of)

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 24 July 2026 until the later of the date on which each eligible employee retires or the date on which the securities report for the fiscal year containing the date of this award (or, in certain cases, the semiannual report) is filed
Conditions for lifting transfer restrictions
If an eligible employee retires during the transfer restriction period for a legitimate reason for lifting the transfer restrictions specified by the Company, or leaves the employee shareholding association for a reason qualifying for the lifting of the restrictions, the restrictions will be lifted on the retirement date or the date of withdrawal. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
If the transfer restriction period expires for a reason other than a reason for lifting the transfer restrictions specified by the Company, or if an eligible employee leaves the employee shareholding association during the period, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
The Company's employees: up to 3,247 people (maximum number of people and shares by grade: MG3/SG3: up to 16 people and 2,048 shares; MG2/SG2/SS2: up to 76 people and 9,188 shares; MG1/SG1/PG2: up to 309 people and 28,755 shares; G4/PG1: up to 502 people and 36,646 shares; G3: up to 789 people and 50,496 shares; G2: up to 671 people and 36,905 shares; G1: up to 884 people and 40,664 shares)
Intended allottee's holding policy
During the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of ¥977 on 22 June 2026 on the Tokyo Stock Exchange Prime Market. The deviations from the average closing price were -1.81% for one month, -4.87% for three months and -12.06% for six months.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intent are not required. All 4 directors who are Audit and Supervisory Committee Members expressed the opinion that the disposal price was appropriate.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock awards to an employee shareholding association
Number of shares to be issued or disposed ofThe Company's common shares: up to 204,702 shares (the actual number of shares to be disposed of will be determined based on the number of shares applied for as specified by the employee shareholding association)
Issue price and disposal price¥977 per share
Total issue value¥199,993,854 (maximum)
Payment date24 July 2026
Intended allotteeName DTS Group Employee Shareholding Association / Number of Shares Up to 204,702 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account.
Dilution Rate0.12% of the total number of issued shares and 0.13% of the total number of voting rights (based on the maximum number of shares to be disposed of)
Total number of issued shares163,954,928 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥977 on 22 June 2026 on the Tokyo Stock Exchange Prime Market. The deviations from the average closing price were -1.81% for one month, -4.87% for three months and -12.06% for six months.
Transfer restriction periodFrom 24 July 2026 until the later of the date on which each eligible employee retires or the date on which the securities report for the fiscal year containing the date of this award (or, in certain cases, the semiannual report) is filed
Conditions for lifting transfer restrictionsIf an eligible employee retires during the transfer restriction period for a legitimate reason for lifting the transfer restrictions specified by the Company, or leaves the employee shareholding association for a reason qualifying for the lifting of the restrictions, the restrictions will be lifted on the retirement date or the date of withdrawal. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without considerationIf the transfer restriction period expires for a reason other than a reason for lifting the transfer restrictions specified by the Company, or if an eligible employee leaves the employee shareholding association during the period, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredThe Company's employees: up to 3,247 people (maximum number of people and shares by grade: MG3/SG3: up to 16 people and 2,048 shares; MG2/SG2/SS2: up to 76 people and 9,188 shares; MG1/SG1/PG2: up to 309 people and 28,755 shares; G4/PG1: up to 502 people and 36,646 shares; G3: up to 789 people and 50,496 shares; G2: up to 671 people and 36,905 shares; G1: up to 884 people and 40,664 shares)
Procedures under the Corporate Code of ConductAs the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intent are not required. All 4 directors who are Audit and Supervisory Committee Members expressed the opinion that the disposal price was appropriate.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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 support employees' asset formation, provide them with incentives to achieve sustained increases in corporate value, and promote the sharing of value between employees and shareholders.

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.
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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 Regarding the Disposal of Treasury Shares as Restricted Stock Grants to the Employee Stock Ownership Association | DTS CORPORATION (9682) timely disclosure | Komori