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Share Issuance and Disposal9782DMS INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,852 treasury shares at ¥3,465 per share to directors, executive officers and employees as restricted stock compensation. The recipients will make in-kind contributions of monetary compensation receivables, and the shares will be subject to transfer restrictions, including continued service or employment requirements.

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Neutral
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Scale
58392180
¥
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,852Shares

16,852 common shares of the Company (treasury shares)

5 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors)13,851 shares
1 executive officer of the Company57 shares
74 employees of the Company2,944 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.

¥3,465 per share
Total issue value

¥58,392,180

Amount of funds to be raised
Total payment amount: ¥58,392,180; estimated net proceeds: Not disclosed (as the transaction is effected through an in-kind contribution, there will be no substantive fund-raising by the Company)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥58,392,180. The total amount of monetary compensation receivables granted to directors is capped at ¥100 million per year.
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 payment date until the later of the date on which the recipient retires or leaves any position as a director, executive officer or employee of the Company, or the date on which the Company's securities report or other applicable report for the fiscal year containing the payment date is filed
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company from the payment date until the conclusion of the first ordinary general meeting of shareholders thereafter. In the event of retirement or departure for a valid reason, or death, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's months of service or employment.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if the recipient retires or leaves employment without a valid reason before the conclusion of the first ordinary general meeting of shareholders thereafter, or if any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted. The Company will also acquire without consideration any shares that remain subject to transfer restrictions after a corporate reorganization or similar transaction.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd. (share administration)
Categories and Number of Persons Covered
5 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors): 13,851 shares; 1 executive officer of the Company: 57 shares; 74 employees of the Company: 2,944 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and will be held and maintained in a dedicated account at Mizuho Securities Co., Ltd.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,465. No discount or premium applies.
Most recent equity financing
Timing 22 May 2020 / Type Introduction of a Restricted Stock Compensation Plan / Amount Monetary compensation receivables for directors: up to ¥100 million per year; common shares: up to 28,000 shares per year
Impact on Business Performance
The impact of this transaction 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 of16,852 common shares of the Company (treasury shares)
Issue price and disposal price¥3,465 per share
Total issue value¥58,392,180
Amount of funds to be raisedTotal payment amount: ¥58,392,180; estimated net proceeds: Not disclosed (as the transaction is effected through an in-kind contribution, there will be no substantive fund-raising by the Company)
Payment date14 August 2026
Intended allotteeCategory 5 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 13,851 shares, Category 1 executive officer of the Company / Number of Shares 57 shares, Category 74 employees of the Company / Number of Shares 2,944 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and will be held and maintained in a dedicated account at Mizuho Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,465. No discount or premium applies.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient retires or leaves any position as a director, executive officer or employee of the Company, or the date on which the Company's securities report or other applicable report for the fiscal year containing the payment date is filed
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company from the payment date until the conclusion of the first ordinary general meeting of shareholders thereafter. In the event of retirement or departure for a valid reason, or death, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's months of service or employment.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if the recipient retires or leaves employment without a valid reason before the conclusion of the first ordinary general meeting of shareholders thereafter, or if any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted. The Company will also acquire without consideration any shares that remain subject to transfer restrictions after a corporate reorganization or similar transaction.
Categories and Number of Persons Covered5 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors): 13,851 shares; 1 executive officer of the Company: 57 shares; 74 employees of the Company: 2,944 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥58,392,180. The total amount of monetary compensation receivables granted to directors is capped at ¥100 million per year.
Underwriter / lead underwriterMizuho Securities Co., Ltd. (share administration)
Most recent equity financingTiming 22 May 2020 / Type Introduction of a Restricted Stock Compensation Plan / Amount Monetary compensation receivables for directors: up to ¥100 million per year; common shares: up to 28,000 shares per year
Impact on Business PerformanceThe impact of this transaction on business performance is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 to achieve sustained growth in corporate value and promote greater sharing of value between directors and shareholders. The Company also considered the purpose of the plan, business performance and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DMS INC. (9782) timely disclosure | Komori