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Share Issuance and Disposal1905TENOX CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 20,110 treasury shares as restricted stock compensation for its directors and executive officers. The payment date is 5 August 2026.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
20110
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much20,110Shares

20,110 common shares of the Company (treasury shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors15,514 shares
4 executive officers of the Company4,596 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.

¥1,515 per share
Total issue value

¥30,466,650

Total Stock-Based Compensation
Total monetary compensation claims of ¥30,466,650 (total annual compensation and other remuneration for recipient directors is limited to ¥30 million)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 5 August 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company
Conditions for lifting transfer restrictions
The recipient director must continuously hold a position as either a director or executive officer of the Company until the date of the first Annual General Meeting of Shareholders held after 5 August 2026, and the recipient executive officer must do so until the last day of the fiscal year that first ends after 5 August 2026. If the recipient ceases to hold office for a valid reason, part of the transfer restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient ceases to hold any position as a director or executive officer before the prescribed date, unless the Board of Directors determines that there is a valid reason; if any shares remain subject to transfer restrictions under the conditions for lifting those restrictions; or if the transfer restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
6 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors): 15,514 shares; 4 executive officers of the Company: 4,596 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The transfer restriction period runs from 5 August 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company.
Payment date
5 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 16 July 2026, ¥1,515. No discount or premium applies.
Impact on Business Performance
No information was provided regarding the impact of this matter on business performance.
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 of20,110 common shares of the Company (treasury shares)
Issue price and disposal price¥1,515 per share
Total issue value¥30,466,650
Payment date5 August 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 15,514 shares, Name 4 executive officers of the Company / Number of Shares 4,596 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The transfer restriction period runs from 5 August 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 16 July 2026, ¥1,515. No discount or premium applies.
Transfer restriction periodThe period from 5 August 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company
Conditions for lifting transfer restrictionsThe recipient director must continuously hold a position as either a director or executive officer of the Company until the date of the first Annual General Meeting of Shareholders held after 5 August 2026, and the recipient executive officer must do so until the last day of the fiscal year that first ends after 5 August 2026. If the recipient ceases to hold office for a valid reason, part of the transfer restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient ceases to hold any position as a director or executive officer before the prescribed date, unless the Board of Directors determines that there is a valid reason; if any shares remain subject to transfer restrictions under the conditions for lifting those restrictions; or if the transfer restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered6 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors): 15,514 shares; 4 executive officers of the Company: 4,596 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥30,466,650 (total annual compensation and other remuneration for recipient directors is limited to ¥30 million)
Impact on Business PerformanceNo information was provided regarding the impact of this matter on business performance.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ 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 | TENOX CORPORATION (1905) timely disclosure | Komori