Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
February 6, 2026
Company name: SINFONIA TECHNOLOGY CO., LTD.
Name of representative: Shinichi Hirano, President
(Securities code: 6507; TSE Prime Market)
Inquiries: Yasuhiro Tanimoto, Administrative & Personnel Department, General Affairs Secretary Group Leader
(Telephone: +81-3-5473-1800)
Notice Concerning Disposal of Treasury Shares Associated with Additional Contribution to the Performance-Linked Stock Compensation System
SINFONIA TECHNOLOGY CO., LTD. (the "Company") hereby announces that, at the Board of Directors meeting held on February 6, 2026, the Company resolved to dispose of treasury shares as described below (the "Disposal of Treasury Shares").
Outline of the disposal
(1) Disposal date
February 24, 2026
(2) Type and number of shares to be disposed of
14,800 shares of common stock
(3) Disposal price
10,740 yen per share
(4) Total disposal amount
158,952,000 yen
(5) Planned allottee
Custody Bank of Japan, Ltd. (Trust Account E)
(6) Other
The Company will submit an extraordinary report stipulated in the Financial Instruments and
Exchange Act concerning the Disposal of Treasury Shares.
(Note) The planned allottee, Custody Bank of Japan, Ltd. (Trust Account E), is the trust account established through the execution of a trust agreement (the "Trust Agreement") between the Company, as trustor, and Mizuho Trust & Banking Co., Ltd., as trustee, with Custody Bank of Japan, Ltd. as the re trustee.
The Disposal of Treasury Shares is conducted for the purpose of providing shares to the Company's Directors (excluding Outside Directors) and Executive Officers who do not concurrently serve as Directors (collectively, the "Directors, etc.") under the performance linked stock compensation system, the "Board Benefit Trust (BBT)" (the "System").
The substance of this disposal is substantially identical to an allotment of shares as compensation for services provided to the Company by the Directors, etc.
Purpose and reason for the disposal
The Company introduced the System based on the resolution of the Ordinary General Meeting of Shareholders held on June 27, 2019. (For details of the System, please refer to the "Notice Concerning Introduction of Performance Linked Stock Compensation System" dated May 14, 2019, and the "Notice Concerning Introduction (Finalization of Details) of Performance Linked Stock Compensation System" dated August 2, 2019.)
In continuing the System, the Company has resolved to make an additional monetary contribution to the trust (the "Additional Trust") so that the trust can acquire shares expected to be required for future grants. In addition, for the purpose of holding and disposing of the Company's shares in the administration of the System, the Company has resolved to dispose of treasury shares to Custody Bank of Japan, Ltd. (Trust Account E), the re trustee under the trust established pursuant to the Trust Agreement (the "Trust").
The number of shares to be disposed of corresponds to the number of shares expected to be granted to the Directors, etc., during the trust period in accordance with the "Director Stock Benefit Regulations" (three fiscal years from the fiscal year ended March 31, 2025 to the fiscal year ending March 31, 2027).
This represents 0.05% of the total number of issued shares (29,789,122 shares as of September 30, 2025) and 0.05% of the total voting rights (283,113 voting rights as of September 30, 2025) (rounded to the third decimal place).
Given the purpose of the System as described in the "Notice Concerning Introduction of Performance Linked Stock Compensation System" dated May 14, 2019, the Company considers the scale of dilution to be reasonable.
※ Overview of the Additional Trust
Additional trust date: February 24, 2026
Amount of additional trust contribution: 158,952,000 yen
Type of shares to be acquired: Common stock of the Company
Number of shares to be acquired: 14,800 shares
Share acquisition date: February 24, 2026
Method of acquisition: Acquisition through subscription to the Disposal of Treasury Shares
Basis for calculation of disposal price and details thereof
The disposal price is set at 10,740 yen per share, which is the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors resolution.
The Company determined that using the closing price of the immediately preceding business day is reasonable, as it reflects the fair corporate value of the Company in the securities market.