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Share Issuance and Disposal9895CONSEC CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,898 treasury shares to 3 directors and 5 executive officers as restricted stock compensation. The disposal price is ¥1,253 per share, and the payment date is 15 July 2026.

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Neutral
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Scale
9896194
¥
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,898Shares

7,898 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 4,308 shares
The Company's executive officers5 / 3,590 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.

¥1,253 per share
Total issue value

¥9,896,194

Total Stock-Based Compensation
Total monetary compensation claims of ¥9,896,194 (the annual compensation limit for eligible directors is ¥7.5 million)
発行済株式総数

0.42%

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 15 July 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer of the Company through the first annual general meeting of shareholders held after 15 July 2026, all of the allocated shares held at the end of the restriction period will have their transfer restrictions lifted. In the event of retirement for a legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient retires from both the position of director and the position of executive officer before the day preceding the date of the first annual general meeting of shareholders held after 15 July 2026 without a legitimate reason. This also applies if any shares remain subject to transfer restrictions at the end of the restriction period. In the event of a corporate reorganization or similar transaction, the Company will acquire, without consideration, any shares whose transfer restrictions have not been lifted on the business day preceding the effective date.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 4,308 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 3,590 shares
Intended allottee's holding policy
The shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to any third party or otherwise disposed of in any manner.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,253. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 59th Annual General Meeting of Shareholders held on 25 June 2026, shareholders approved the introduction of a restricted stock compensation plan, the total compensation amount, the maximum number of shares and other matters.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is 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 of7,898 common shares of the Company (treasury shares)
Issue price and disposal price¥1,253 per share
Total issue value¥9,896,194
Payment date15 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 4,308 shares, Name The Company's executive officers / Number of Employees 5 / Number of Shares 3,590 shares
Intended allottee's holding policyThe shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to any third party or otherwise disposed of in any manner.
Dilution Rate0.42%
Total number of issued shares1,864,011 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,253. No discount or premium was applied.
Transfer restriction periodFrom 15 July 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer of the Company through the first annual general meeting of shareholders held after 15 July 2026, all of the allocated shares held at the end of the restriction period will have their transfer restrictions lifted. In the event of retirement for a legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient retires from both the position of director and the position of executive officer before the day preceding the date of the first annual general meeting of shareholders held after 15 July 2026 without a legitimate reason. This also applies if any shares remain subject to transfer restrictions at the end of the restriction period. In the event of a corporate reorganization or similar transaction, the Company will acquire, without consideration, any shares whose transfer restrictions have not been lifted on the business day preceding the effective date.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 4,308 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 3,590 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥9,896,194 (the annual compensation limit for eligible directors is ¥7.5 million)
Procedures under the Corporate Code of ConductAt the 59th Annual General Meeting of Shareholders held on 25 June 2026, shareholders approved the introduction of a restricted stock compensation plan, the total compensation amount, the maximum number of shares and other matters.
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is disclosed.
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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 enable the eligible recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CONSEC CORPORATION (9895) timely disclosure | Komori