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Share Issuance and Disposal2329TOHOKUSHINSHA FILM CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 109,032 treasury shares to 13 directors as restricted stock compensation. The transfer restriction period is 30 years and will be lifted if certain continued service and other conditions are met.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much109,032Shares

109,032 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members)13 / 109,032 shares

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

¥520 per share
Amount of funds to be raised

The total amount of monetary claims of ¥56,696,640 will be contributed in kind. The estimated net proceeds are Not disclosed.

Total Stock-Based Compensation
Total monetary claims of ¥56,696,640
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 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient has continuously held one of the following positions during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the transfer restriction period: director or executive officer of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, corporate auditor, adviser, counselor, employee, or any other equivalent position. If the recipient retires or leaves the Company upon expiration of the term of office, mandatory retirement, or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement or departure with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the recipient engages in an act that violates laws or regulations during the transfer restriction period or falls under any other specified event set forth in the restricted stock allotment agreement, the Company will acquire all of the allotted shares held by the recipient without consideration. The Company will also acquire without consideration all shares for which the transfer restrictions have not been lifted as of the date on which the transfer restrictions are lifted.
Stock Split RatioThree common shares for each common share; effective date: 1 July 2024
Categories and Number of Persons Covered
13 directors of the Company, excluding directors who are Audit and Supervisory Committee members; 109,032 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 Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥520. The Company explains that this does not constitute an especially favorable price. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Committee, a voluntary advisory body composed of a majority of independent outside directors.
Impact on Business Performance
No disclosure has been made regarding the impact on financial results: 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 of109,032 common shares of the Company (treasury shares)
Issue price and disposal price¥520 per share
Amount of funds to be raisedThe total amount of monetary claims of ¥56,696,640 will be contributed in kind. The estimated net proceeds are Not disclosed.
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 13 / Number of Shares 109,032 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 Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥520. The Company explains that this does not constitute an especially favorable price. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 24 July 2026 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient has continuously held one of the following positions during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the transfer restriction period: director or executive officer of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, corporate auditor, adviser, counselor, employee, or any other equivalent position. If the recipient retires or leaves the Company upon expiration of the term of office, mandatory retirement, or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement or departure with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the recipient engages in an act that violates laws or regulations during the transfer restriction period or falls under any other specified event set forth in the restricted stock allotment agreement, the Company will acquire all of the allotted shares held by the recipient without consideration. The Company will also acquire without consideration all shares for which the transfer restrictions have not been lifted as of the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered13 directors of the Company, excluding directors who are Audit and Supervisory Committee members; 109,032 shares
Total Stock-Based CompensationTotal monetary claims of ¥56,696,640
Stock Split RatioThree common shares for each common share; effective date: 1 July 2024
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Committee, a voluntary advisory body composed of a majority of independent outside directors.
Impact on Business PerformanceNo disclosure has been made regarding the impact on financial results: Not disclosed
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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.

The purpose is to provide incentives for the sustained enhancement of corporate value, share value with shareholders, share shareholder value over the medium to long term, and further increase the motivation of the eligible directors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOHOKUSHINSHA FILM CORPORATION (2329) timely disclosure | Komori