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Share Issuance and Disposal9682DTS CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 33,645 common shares held as treasury shares to 15 directors and executive officers as restricted stock compensation. The shares will be subject to restrictions on transfer and other dispositions for up to 30 years.

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Scale
33645
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much33,645Shares

33,645 common shares of the Company (treasury shares)

3 directors who are not Audit & Supervisory Committee Members (excluding outside directors)12,915 shares
12 executive officers20,730 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.

¥977 per share
Total issue value

¥32,871,165

Amount of funds to be raised
Total subscription payment: ¥32,871,165; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables for the eligible directors: ¥12,617,955; total monetary compensation receivables for all eligible recipients: ¥32,871,165
Specific use of funds
Not applicable (monetary compensation receivables will be contributed in kind as restricted stock compensation)
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 15 July 2026 to 15 July 2056 (30 years)
Conditions for lifting transfer restrictions
All of the shares allocated under this plan will be released from the transfer restrictions upon expiration of the restricted transfer period, provided that the recipient continuously holds the position of director of the Company or another position designated by the Company's Board of Directors during the restricted transfer period. If the recipient retires or leaves employment for a valid reason before the period expires, the number and timing of shares to be released will be reasonably adjusted.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the restrictions are released. Other grounds for the Company to acquire shares without consideration are as stipulated in the share allocation agreement.
Stock Split Ratio4 shares for each common share, effective 1 October 2025 (a historical share split unrelated to this disposal)
Categories and Number of Persons Covered
Category Directors who are not Audit & Supervisory Committee Members (excluding outside directors) / Number of Employees 3 / Number of allocated shares 12,915 shares, Category Executive officers / Number of Employees 12 / Number of allocated shares 20,730 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, gifted during the holder's lifetime or otherwise disposed of, and are scheduled to be managed in dedicated accounts.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥977. No discount or premium was stated.
Impact on Business Performance
No impact on performance from this disposal of treasury shares was stated
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 of33,645 common shares of the Company (treasury shares)
Issue price and disposal price¥977 per share
Total issue value¥32,871,165
Amount of funds to be raisedTotal subscription payment: ¥32,871,165; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (monetary compensation receivables will be contributed in kind as restricted stock compensation)
Payment date15 July 2026
Intended allotteeCategory 3 directors who are not Audit & Supervisory Committee Members (excluding outside directors) / Number of Shares 12,915 shares, Category 12 executive officers / Number of Shares 20,730 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged, gifted during the holder's lifetime or otherwise disposed of, and are scheduled to be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥977. No discount or premium was stated.
Transfer restriction periodFrom 15 July 2026 to 15 July 2056 (30 years)
Conditions for lifting transfer restrictionsAll of the shares allocated under this plan will be released from the transfer restrictions upon expiration of the restricted transfer period, provided that the recipient continuously holds the position of director of the Company or another position designated by the Company's Board of Directors during the restricted transfer period. If the recipient retires or leaves employment for a valid reason before the period expires, the number and timing of shares to be released will be reasonably adjusted.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the restrictions are released. Other grounds for the Company to acquire shares without consideration are as stipulated in the share allocation agreement.
Categories and Number of Persons CoveredCategory Directors who are not Audit & Supervisory Committee Members (excluding outside directors) / Number of Employees 3 / Number of allocated shares 12,915 shares, Category Executive officers / Number of Employees 12 / Number of allocated shares 20,730 shares
Total Stock-Based CompensationTotal monetary compensation receivables for the eligible directors: ¥12,617,955; total monetary compensation receivables for all eligible recipients: ¥32,871,165
Stock Split Ratio4 shares for each common share, effective 1 October 2025 (a historical share split unrelated to this disposal)
Impact on Business PerformanceNo impact on performance from this disposal of treasury shares was stated
Items this document does not state (11)
Estimated issuance expensesDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost 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 an incentive for the sustained enhancement of the Company's corporate value and further promote value sharing with shareholders. The Company also took into account the purpose of the plan, its performance and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | DTS CORPORATION (9682) timely disclosure | Komori