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Share Issuance and Disposal3708Tokushu Tokai Paper Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 38,600 treasury shares to 33 directors, executive officers and subsidiary directors as restricted stock compensation. The disposal price is ¥1,812 per share, and the payment date is 24 July 2026.

Worth reading
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Direction
Neutral
Direction inferred from the company’s description.
Scale
38600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much38,600Shares

38,600 treasury shares

The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members4 / 21,900 shares
The Company's executive officers11 / 13,700 shares
Directors of subsidiaries of the Company18 / 3,000 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.

¥1,812 per share
Total Stock-Based Compensation

Total monetary compensation claims: ¥69,943,200. The annual compensation limit for eligible directors is ¥60 million or less.

発行済株式総数

0.1% (relative to the 39,000,000 issued shares as of 31 March 2026; rounded to the nearest hundredth of a percentage point)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 the date on which the eligible recipient leaves office or employment in both the position of director of the Company’s group and the position of executive officer of the Company
Conditions for lifting transfer restrictions
The eligible recipient must continuously hold the position of director of the Company’s group or executive officer of the Company until the first annual general meeting of shareholders held after 24 July 2026. If the recipient leaves office or employment for a valid reason, part of the restrictions will be lifted based on the number of months in office.
Reason for acquisition without consideration
If the recipient leaves office or employment without a valid reason before the day preceding the first annual general meeting of shareholders to be held after the grant, if any shares remain subject to the restrictions because the conditions for lifting them have not been met, or if any shares remain subject to the restrictions due to a reorganization or other similar event.
Categories and Number of Persons Covered
4 Company directors, 21,900 shares; 11 Company executive officers, 13,700 shares; 18 directors of the Company’s subsidiaries, 3,000 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
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 on 25 June 2026 was ¥1,812. No discount or premium was stated.
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 of38,600 treasury shares
Issue price and disposal price¥1,812 per share
Payment date24 July 2026
Intended allotteeCategory The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 4 / Number of Shares 21,900 shares, Category The Company's executive officers / Number of Employees 11 / Number of Shares 13,700 shares, Category Directors of subsidiaries of the Company / Number of Employees 18 / Number of Shares 3,000 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Dilution Rate0.1% (relative to the 39,000,000 issued shares as of 31 March 2026; rounded to the nearest hundredth of a percentage point)
Total number of issued shares39,000,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 25 June 2026 was ¥1,812. No discount or premium was stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the eligible recipient leaves office or employment in both the position of director of the Company’s group and the position of executive officer of the Company
Conditions for lifting transfer restrictionsThe eligible recipient must continuously hold the position of director of the Company’s group or executive officer of the Company until the first annual general meeting of shareholders held after 24 July 2026. If the recipient leaves office or employment for a valid reason, part of the restrictions will be lifted based on the number of months in office.
Reason for acquisition without considerationIf the recipient leaves office or employment without a valid reason before the day preceding the first annual general meeting of shareholders to be held after the grant, if any shares remain subject to the restrictions because the conditions for lifting them have not been met, or if any shares remain subject to the restrictions due to a reorganization or other similar event.
Categories and Number of Persons Covered4 Company directors, 21,900 shares; 11 Company executive officers, 13,700 shares; 18 directors of the Company’s subsidiaries, 3,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥69,943,200. The annual compensation limit for eligible directors is ¥60 million or less.
Items this document does not state (14)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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’s group, share the benefits and risks of share price movements with shareholders, and further promote value sharing.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Tokushu Tokai Paper Co.,Ltd. (3708) timely disclosure | Komori