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Share Issuance and Disposal9735SECOM CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Executive Officers

The Company resolved to dispose of 7,199 treasury shares as restricted stock by having 23 executive officers make in-kind contributions of monetary receivables to be provided as part of their employee benefits. The shares may not be transferred until retirement, resignation or other specified events.

Worth reading
39Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
7199
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,199Shares

7,199 treasury shares

The Company's executive officers, excluding those concurrently serving as directors23 / 7,199 shares

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

¥6,374 per share
Total issue value

¥45,886,426

Total Stock-Based Compensation
Total monetary receivables of ¥45,886,426
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Immaterial (specific percentage: Not disclosed)

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 the disposal date until the earlier of the date on which the eligible executive officer retires or resigns, or the date on which the officer is appointed as a director or Audit & Supervisory Board member of the Company
Conditions for lifting transfer restrictions
At the end of the restricted period, the conditions stipulated in the agreement must be met, including retirement or resignation upon expiration of the term of office, reaching mandatory retirement age, death, or other circumstances for which the Company's Board of Directors recognizes the reason as legitimate. In the event of a corporate reorganization or other similar transaction, the restrictions will be lifted for the number of shares determined in accordance with reasonable criteria established by the Board of Directors.
Reason for acquisition without consideration
Retirement or resignation without a legitimate reason, retirement or resignation before the conclusion of the Ordinary General Meeting of Shareholders, engagement in a competing business, a material violation of applicable laws and regulations or the share allotment agreement, or other specified circumstances that the Board of Directors determines warrant the Company's acquiring the shares without consideration. In the event of a corporate reorganization or other similar transaction, the remaining shares will be acquired without consideration.
Categories and Number of Persons Covered
23 of the Company's executive officers, excluding those concurrently serving as directors; total of 7,199 shares
Intended allottee's holding policy
From the disposal date until the earlier of the date on which the eligible executive officer retires or resigns from any position as an employee or other personnel of the Company or any of its subsidiaries, or the date on which the officer is newly appointed as a director or Audit & Supervisory Board member of the Company, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, ¥6,374. No discount or premium rate 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 of7,199 treasury shares
Issue price and disposal price¥6,374 per share
Total issue value¥45,886,426
Payment date24 July 2026
Intended allotteeName The Company's executive officers, excluding those concurrently serving as directors / Number of Employees 23 / Number of Shares 7,199 shares
Intended allottee's holding policyFrom the disposal date until the earlier of the date on which the eligible executive officer retires or resigns from any position as an employee or other personnel of the Company or any of its subsidiaries, or the date on which the officer is newly appointed as a director or Audit & Supervisory Board member of the Company, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution RateImmaterial (specific percentage: Not disclosed)
Total number of issued sharesThe total number of issued shares will not increase because 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 Prime Market of the Tokyo Stock Exchange on 25 June 2026, ¥6,374. No discount or premium rate is stated.
Transfer restriction periodFrom the disposal date until the earlier of the date on which the eligible executive officer retires or resigns, or the date on which the officer is appointed as a director or Audit & Supervisory Board member of the Company
Conditions for lifting transfer restrictionsAt the end of the restricted period, the conditions stipulated in the agreement must be met, including retirement or resignation upon expiration of the term of office, reaching mandatory retirement age, death, or other circumstances for which the Company's Board of Directors recognizes the reason as legitimate. In the event of a corporate reorganization or other similar transaction, the restrictions will be lifted for the number of shares determined in accordance with reasonable criteria established by the Board of Directors.
Reason for acquisition without considerationRetirement or resignation without a legitimate reason, retirement or resignation before the conclusion of the Ordinary General Meeting of Shareholders, engagement in a competing business, a material violation of applicable laws and regulations or the share allotment agreement, or other specified circumstances that the Board of Directors determines warrant the Company's acquiring the shares without consideration. In the event of a corporate reorganization or other similar transaction, the remaining shares will be acquired without consideration.
Categories and Number of Persons Covered23 of the Company's executive officers, excluding those concurrently serving as directors; total of 7,199 shares
Total Stock-Based CompensationTotal monetary receivables of ¥45,886,426
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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.

To foster a greater awareness of participation in management, strengthen incentives to enhance corporate value over the medium to long term, and improve employee engagement.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Executive Officers | SECOM CO.,LTD. (9735) timely disclosure | Komori