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Share Issuance and Disposal9799ASAHI INTELLIGENCE SERVICE CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 4,496 treasury shares to 3 directors as restricted stock compensation. The shares may not be transferred until the directors retire from office, and the Company will acquire them without consideration if certain conditions apply.

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Neutral
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Scale
4496
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,496Shares

4,496 shares of the Company's common stock (treasury shares)

3 directors (excluding outside directors)4,496 shares

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

¥847 per share
Total issue value

¥3,808,112

Total Stock-Based Compensation
Monetary compensation claims totaling ¥3,808,112. The annual limit for monetary compensation claims under the plan is ¥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 15 July 2026 until the date of retirement from office
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the restriction period, provided that the eligible director's retirement from office is for a reason deemed legitimate by the Company's Board of Directors. In the event of a reorganization or other similar event, the number of shares to be released will be reasonably determined by resolution of the Board of Directors and the restrictions will be lifted before the effective date.
Reason for acquisition without consideration
If the restrictions have not been lifted upon expiration of the restriction period, the Company will acquire without consideration the shares corresponding to the remaining period if the director retires during the service period, or all or part of the shares if the director becomes subject to any event specified in the allocation agreement, including misconduct.
Categories and Number of Persons Covered
3 directors (excluding outside directors), 4,496 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 15 July 2026 until the date of retirement from office.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of ¥847 on the business day immediately preceding the date of the Board of Directors' resolution. There is no discount or premium.
Procedures under the Corporate Code of Conduct
At the 63rd Annual General Meeting of Shareholders held on 24 June 2025, approval was obtained for the payment of monetary compensation claims and the delivery of restricted stock under this plan.
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 of4,496 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥847 per share
Total issue value¥3,808,112
Payment date15 July 2026
Intended allotteeName 3 directors (excluding outside directors) / Number of Shares 4,496 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 15 July 2026 until the date of retirement from office.
Basis for determining the amount to be paidThe closing price of ¥847 on the business day immediately preceding the date of the Board of Directors' resolution. There is no discount or premium.
Transfer restriction periodFrom 15 July 2026 until the date of retirement from office
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the restriction period, provided that the eligible director's retirement from office is for a reason deemed legitimate by the Company's Board of Directors. In the event of a reorganization or other similar event, the number of shares to be released will be reasonably determined by resolution of the Board of Directors and the restrictions will be lifted before the effective date.
Reason for acquisition without considerationIf the restrictions have not been lifted upon expiration of the restriction period, the Company will acquire without consideration the shares corresponding to the remaining period if the director retires during the service period, or all or part of the shares if the director becomes subject to any event specified in the allocation agreement, including misconduct.
Categories and Number of Persons Covered3 directors (excluding outside directors), 4,496 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥3,808,112. The annual limit for monetary compensation claims under the plan is ¥50 million.
Procedures under the Corporate Code of ConductAt the 63rd Annual General Meeting of Shareholders held on 24 June 2025, approval was obtained for the payment of monetary compensation claims and the delivery of restricted stock under this plan.
Items this document does not state (14)
Amount of funds to be raisedEstimated 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 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 promote value sharing between the directors and shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ASAHI INTELLIGENCE SERVICE CO.,LTD. (9799) timely disclosure | Komori