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Share Issuance and Disposal9702ISB CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Issuance of New Shares as Share-Based Compensation for Directors and Executive Officers

The Company resolved to issue 15,356 new common shares subject to transfer restrictions to its directors and executive officers, with monetary compensation receivables contributed in kind. The number of executive officers is inconsistent: 9 in the issuance summary and 6 in the description of the allottees in the body of the notice.

Worth reading
58In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
15356
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much15,356Shares

15,356 common shares

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors11,585 shares
9 executive officers of the Company, excluding executive officers who concurrently serve as directors3,771 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.

¥2,056 per share
Total issue value

¥31,571,936

Amount of funds to be raised
Total amount paid: ¥31,571,936; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥31,571,936. The annual compensation limit for monetary compensation receivables to be paid to eligible directors is ¥100 million or less.
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 27 April 2026, the payment date, until the date on which the holder ceases to hold any position as a director or executive officer of the Company
Conditions for lifting transfer restrictions
Subject to the holder continuously remaining a director or executive officer of the Company throughout the service period, all of the shares allotted under this issue will be released from the transfer restrictions on the expiration date of the transfer restriction period. If the holder ceases to hold the position due to death, expiration of the term of office or another reason deemed justified by the Board of Directors, the number of shares corresponding to the holder’s months of service will be released from the transfer restrictions.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or another time specified in the agreement, the Company will acquire without consideration any shares allotted under this issue that remain subject to the transfer restrictions.
Stock Split Ratio2 common shares for each common share, effective 1 January 2021
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of allocated shares 11,585 shares, Category Executive officers of the Company (excluding executive officers who concurrently serve as directors) / Number of Employees 9 in the issuance summary; 6 in the description of the allottees in the body of the notice / Number of allocated shares 3,771 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
27 April 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,056. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 50th Annual General Meeting of Shareholders held on 27 March 2020, approval was obtained for the payment of monetary compensation receivables of up to ¥100 million per year to eligible directors and for the transfer restriction period.
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 of15,356 common shares
Issue price and disposal price¥2,056 per share
Total issue value¥31,571,936
Amount of funds to be raisedTotal amount paid: ¥31,571,936; estimated net proceeds: Not disclosed
Payment date27 April 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 11,585 shares, Name 9 executive officers of the Company, excluding executive officers who concurrently serve as directors / Number of Shares 3,771 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,056. No discount or premium was stated.
Transfer restriction periodFrom 27 April 2026, the payment date, until the date on which the holder ceases to hold any position as a director or executive officer of the Company
Conditions for lifting transfer restrictionsSubject to the holder continuously remaining a director or executive officer of the Company throughout the service period, all of the shares allotted under this issue will be released from the transfer restrictions on the expiration date of the transfer restriction period. If the holder ceases to hold the position due to death, expiration of the term of office or another reason deemed justified by the Board of Directors, the number of shares corresponding to the holder’s months of service will be released from the transfer restrictions.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or another time specified in the agreement, the Company will acquire without consideration any shares allotted under this issue that remain subject to the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of allocated shares 11,585 shares, Category Executive officers of the Company (excluding executive officers who concurrently serve as directors) / Number of Employees 9 in the issuance summary; 6 in the description of the allottees in the body of the notice / Number of allocated shares 3,771 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥31,571,936. The annual compensation limit for monetary compensation receivables to be paid to eligible directors is ¥100 million or less.
Stock Split Ratio2 common shares for each common share, effective 1 January 2021
Procedures under the Corporate Code of ConductAt the 50th Annual General Meeting of Shareholders held on 27 March 2020, approval was obtained for the payment of monetary compensation receivables of up to ¥100 million per year to eligible directors and for the transfer restriction period.
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 underwriterOverallotmentMost 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 incentives for the sustained enhancement of corporate value and shareholder value over the medium to long term and promote value sharing with shareholders. The Company also took into account the purpose of this scheme, the Company’s performance, the scope of responsibilities of each allottee and other relevant circumstances.

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Notice Concerning the Issuance of New Shares as Share-Based Compensation for Directors and Executive Officers | ISB CORPORATION (9702) timely disclosure | Komori