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Share Issuance and Disposal9697CAPCOM CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Outside Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

The Board of Directors resolved to dispose of 6,760 treasury shares to 5 outside directors as restricted stock compensation. The shares will be allotted on 17 July 2026 and may not be transferred while the recipients remain in office.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,760Shares

6,760 of the Company's common shares (treasury shares)

5 of the Company's outside directors (excluding directors who are Audit and Supervisory Committee Members): 6,760 shares

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

¥2,960 per share
Total issue value

¥20,009,600

Amount of funds to be raised
Total payment amount: ¥20,009,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Maximum annual amount of restricted stock compensation: ¥50 million
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 17 July 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the Company from 17 July 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the allotted shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold the position due to death, the number of shares corresponding to the recipient's months in office will be released. If the recipient ceases to hold the position for any reason other than death, all of the shares will be acquired by the Company without consideration.
Reason for acquisition without consideration
If the transfer restrictions have not been released at the end of the transfer restriction period or at any other time specified in the agreement. In addition, if the recipient ceases to hold the position of director or another specified position for any reason other than death during the service period, all of the allotted shares will be acquired by the Company without consideration.
Categories and Number of Persons Covered
5 outside directors: 6,760 shares (excluding directors who are Audit and Supervisory Committee Members)
Intended allottee's holding policy
Not applicable (disposal of treasury shares as compensation)
Payment date
Not applicable (free-of-charge allotment; allotment date: 17 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 17 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,960. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 47th Ordinary General Meeting of Shareholders held on 18 June 2026, approval was obtained for the introduction of the restricted stock compensation plan.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is 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 of6,760 of the Company's common shares (treasury shares)
Issue price and disposal price¥2,960 per share
Total issue value¥20,009,600
Amount of funds to be raisedTotal payment amount: ¥20,009,600; estimated net proceeds: Not disclosed
Payment dateNot applicable (free-of-charge allotment; allotment date: 17 July 2026)
Intended allottee5 of the Company's outside directors (excluding directors who are Audit and Supervisory Committee Members): 6,760 shares
Intended allottee's holding policyNot applicable (disposal of treasury shares as compensation)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 17 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,960. No discount or premium applies.
Transfer restriction periodFrom 17 July 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the Company from 17 July 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the allotted shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold the position due to death, the number of shares corresponding to the recipient's months in office will be released. If the recipient ceases to hold the position for any reason other than death, all of the shares will be acquired by the Company without consideration.
Reason for acquisition without considerationIf the transfer restrictions have not been released at the end of the transfer restriction period or at any other time specified in the agreement. In addition, if the recipient ceases to hold the position of director or another specified position for any reason other than death during the service period, all of the allotted shares will be acquired by the Company without consideration.
Categories and Number of Persons Covered5 outside directors: 6,760 shares (excluding directors who are Audit and Supervisory Committee Members)
Total Stock-Based CompensationMaximum annual amount of restricted stock compensation: ¥50 million
Procedures under the Corporate Code of ConductAt the 47th Ordinary General Meeting of Shareholders held on 18 June 2026, approval was obtained for the introduction of the restricted stock compensation plan.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

The restricted stock compensation plan was introduced to enable oversight of the Company's management from an objective and independent standpoint and to promote greater sharing of value with shareholders. The shares will be granted as consideration for services performed under the plan.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Outside Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) | CAPCOM CO.,LTD. (9697) timely disclosure | Komori