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Share Issuance and Disposal9753IX Knowledge IncorporatedInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors

The Company resolved to dispose of 5,829 treasury shares without consideration to 4 directors (excluding outside directors) as restricted stock compensation. The transfer restrictions will be lifted subject to continued service for a specified period or the achievement of performance targets under the medium-term management plan.

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Neutral
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Scale
5829
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,829Shares

5,829 shares of the Company's common stock (treasury shares)

4 of the Company's directors, excluding outside directors5,829 shares

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

No consideration
Total issue value

¥7,496,094 (fair value)

Amount of funds to be raised
Total amount payable: Not disclosed; estimated net proceeds: Not disclosed (no funds will be raised because the shares will be disposed of without consideration)
Total Stock-Based Compensation
¥7,496,094 (fair value; annual compensation limit of ¥30 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
The period from the date of allotment until the director retires. The scheduled service period is from 1 July 2026 to 30 June 2027.
Conditions for lifting transfer restrictions
Continued-service type: The recipient must continuously remain a director of the Company throughout the scheduled service period. Medium-term performance-linked type: The recipient must continuously remain a director of the Company throughout the scheduled service period, and the increases in net sales and operating profit in the first year of the three-year medium-term management plan must exceed 30% of the increases in net sales and operating profit in the final year of the three-year plan.
Reason for acquisition without consideration
Continued-service type: If the recipient retires during the scheduled service period without legitimate grounds, or if the transfer restrictions are not lifted when the transfer restriction period expires or the restrictions are lifted. Medium-term performance-linked type: If the recipient retires during the scheduled service period, or if the transfer restrictions are not lifted because the performance targets are not achieved.
Categories and Number of Persons Covered
4 of the Company's directors (excluding outside directors), totaling 5,829 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of in any way. For the continued-service type, the transfer restrictions will be lifted subject to continued service as a director throughout the scheduled service period. For the medium-term performance-linked type, the transfer restrictions will be lifted subject to continued service as a director throughout the scheduled service period and the achievement of the performance targets.
Basis for determining the amount to be paid
Free-of-charge issuance method. The fair value was calculated based on the closing price of ¥1,286 per share on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 44th Annual General Meeting of Shareholders held on 23 June 2022, approval was obtained for the restricted stock compensation plan, the upper limit on the number of shares to be issued or disposed of, and the upper limit on the total amount of compensation.
Impact on Business Performance
The impact on business performance is Not disclosed
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 of5,829 shares of the Company's common stock (treasury shares)
Issue price and disposal priceNo consideration
Total issue value¥7,496,094 (fair value)
Amount of funds to be raisedTotal amount payable: Not disclosed; estimated net proceeds: Not disclosed (no funds will be raised because the shares will be disposed of without consideration)
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 5,829 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of in any way. For the continued-service type, the transfer restrictions will be lifted subject to continued service as a director throughout the scheduled service period. For the medium-term performance-linked type, the transfer restrictions will be lifted subject to continued service as a director throughout the scheduled service period and the achievement of the performance targets.
Basis for determining the amount to be paidFree-of-charge issuance method. The fair value was calculated based on the closing price of ¥1,286 per share on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed
Transfer restriction periodThe period from the date of allotment until the director retires. The scheduled service period is from 1 July 2026 to 30 June 2027.
Conditions for lifting transfer restrictionsContinued-service type: The recipient must continuously remain a director of the Company throughout the scheduled service period. Medium-term performance-linked type: The recipient must continuously remain a director of the Company throughout the scheduled service period, and the increases in net sales and operating profit in the first year of the three-year medium-term management plan must exceed 30% of the increases in net sales and operating profit in the final year of the three-year plan.
Reason for acquisition without considerationContinued-service type: If the recipient retires during the scheduled service period without legitimate grounds, or if the transfer restrictions are not lifted when the transfer restriction period expires or the restrictions are lifted. Medium-term performance-linked type: If the recipient retires during the scheduled service period, or if the transfer restrictions are not lifted because the performance targets are not achieved.
Categories and Number of Persons Covered4 of the Company's directors (excluding outside directors), totaling 5,829 shares
Total Stock-Based Compensation¥7,496,094 (fair value; annual compensation limit of ¥30 million)
Procedures under the Corporate Code of ConductAt the 44th Annual General Meeting of Shareholders held on 23 June 2022, approval was obtained for the restricted stock compensation plan, the upper limit on the number of shares to be issued or disposed of, and the upper limit on the total amount of compensation.
Impact on Business PerformanceThe impact on business performance is Not disclosed
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsPayment dateDilution 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.

To provide an incentive for the sustained enhancement of corporate value and promote value sharing with shareholders. The Company also took into account its performance and the scope of the responsibilities of the eligible directors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors | IX Knowledge Incorporated (9753) timely disclosure | Komori