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Share Issuance and Disposal3437TOKUDEN CO.,LTD.Construction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors

The Company resolved to dispose of 2,354 treasury shares at no cost to 5 directors as restricted stock. The shares will be subject to restrictions on transfer and other dealings for a specified period, with the restrictions lifted upon fulfillment of conditions including continued service.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,354Shares

2,354 common shares (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 2,354 shares

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

Total issue value

¥6,228,684 (amount used as the basis for fair value assessment)

Amount of funds to be raised
No payment; no approximate net proceeds
Total Stock-Based Compensation
Up to ¥36,000 thousand per year (compensation limit under the plan)
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 17 July 2026 until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries from 17 July 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold such a position due to death or another reason deemed valid by the Board of Directors, part of the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without consideration
At the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors (excluding directors who are Audit & Supervisory Committee members and outside directors), totaling 2,354 shares
Intended allottee's holding policy
Transfers and other dealings will be prohibited from 17 July 2026 until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries. The transfer restrictions will be lifted if the specified service conditions are met.
Basis for determining the amount to be paid
No-cost allocation method. Fair value was calculated based on the closing price of ¥2,646 on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution, 18 June 2026. The discount and premium rates are Not disclosed.
Procedures under the Corporate Code of Conduct
At the 78th annual general meeting of shareholders held on 27 June 2025, approval was obtained for the restricted stock compensation plan and a compensation limit of up to 7,500 shares per year and ¥36,000 thousand per year.
Most recent equity financing
Timing 15 May 2025 / Type Resolution to introduce a restricted stock compensation plan / Amount Not disclosed
Impact on Business Performance
The impact of this disposal of treasury shares on results for the fiscal year ending March 2027 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 of2,354 common shares (treasury shares)
Total issue value¥6,228,684 (amount used as the basis for fair value assessment)
Amount of funds to be raisedNo payment; no approximate net proceeds
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 2,354 shares
Intended allottee's holding policyTransfers and other dealings will be prohibited from 17 July 2026 until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries. The transfer restrictions will be lifted if the specified service conditions are met.
Basis for determining the amount to be paidNo-cost allocation method. Fair value was calculated based on the closing price of ¥2,646 on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution, 18 June 2026. The discount and premium rates are Not disclosed.
Transfer restriction periodFrom 17 July 2026 until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries from 17 July 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold such a position due to death or another reason deemed valid by the Board of Directors, part of the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without considerationAt the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered5 directors (excluding directors who are Audit & Supervisory Committee members and outside directors), totaling 2,354 shares
Total Stock-Based CompensationUp to ¥36,000 thousand per year (compensation limit under the plan)
Procedures under the Corporate Code of ConductAt the 78th annual general meeting of shareholders held on 27 June 2025, approval was obtained for the restricted stock compensation plan and a compensation limit of up to 7,500 shares per year and ¥36,000 thousand per year.
Most recent equity financingTiming 15 May 2025 / Type Resolution to introduce a restricted stock compensation plan / Amount Not disclosed
Impact on Business PerformanceThe impact of this disposal of treasury shares on results for the fiscal year ending March 2027 is Not disclosed.
Items this document does not state (13)
Issue price and disposal priceEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 the corporate value of the Company Group and promote value sharing between the directors and shareholders. The Company also considered the purpose of the plan, the Company's performance and the scope of responsibilities of each eligible director.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors | TOKUDEN CO.,LTD. (3437) timely disclosure | Komori