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Share Issuance and Disposal1945TOKYO ENERGY & SYSTEMS INC.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

東京エネシス resolved to dispose of 19,600 treasury shares as restricted stock compensation to 2 directors and 7 executive officers holding titles. The recipients will make an in-kind contribution of monetary compensation receivables totaling ¥42,728,000, and, in principle, the shares may not be transferred until the recipient retires or leaves office.

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19600
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,600Shares

19,600 common shares of the Company (treasury shares)

2 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)8,100 shares
7 executive officers of the Company holding titles11,500 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.

¥2,180 per share
Total issue value

¥42,728,000

Amount of funds to be raised
Total payment amount: ¥42,728,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥42,728,000
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 24 July 2026 until immediately after the recipient retires or resigns from any position as an officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as an officer or employee of the Company or any of its subsidiaries during the service period, all of the allocated shares will be released from the transfer restrictions when the restricted transfer period expires. In the event of retirement or departure for a legitimate reason, the transfer restrictions will be released, around the time immediately after the retirement or departure, with respect to the number of shares determined according to the service period.
Reason for acquisition without consideration
If the recipient retires or leaves employment for a reason other than a legitimate reason, or if any allocated shares remain subject to transfer restrictions when the restricted transfer period expires or immediately after the transfer restrictions are released.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 8,100 shares, Category Executive officers of the Company with titles / Number of Employees 7 / Number of allocated shares 11,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,180. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nomination and Compensation Advisory Committee for consultation.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results 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 of19,600 common shares of the Company (treasury shares)
Issue price and disposal price¥2,180 per share
Total issue value¥42,728,000
Amount of funds to be raisedTotal payment amount: ¥42,728,000; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 2 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 8,100 shares, Name 7 executive officers of the Company holding titles / Number of Shares 11,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,180. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient retires or resigns from any position as an officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as an officer or employee of the Company or any of its subsidiaries during the service period, all of the allocated shares will be released from the transfer restrictions when the restricted transfer period expires. In the event of retirement or departure for a legitimate reason, the transfer restrictions will be released, around the time immediately after the retirement or departure, with respect to the number of shares determined according to the service period.
Reason for acquisition without considerationIf the recipient retires or leaves employment for a reason other than a legitimate reason, or if any allocated shares remain subject to transfer restrictions when the restricted transfer period expires or immediately after the transfer restrictions are released.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 8,100 shares, Category Executive officers of the Company with titles / Number of Employees 7 / Number of allocated shares 11,500 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥42,728,000
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Advisory Committee for consultation.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Estimated 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 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 for the sustained enhancement of corporate value and further promote value sharing with shareholders. The Company considered the purpose of the plan, its business performance, the scope of responsibilities of each eligible director and other recipient, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKYO ENERGY & SYSTEMS INC. (1945) timely disclosure | Komori