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Share Issuance and Disposal3878TOMOEGAWA CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 35,302 treasury shares as restricted stock compensation for directors and executive officers. The eligible recipients are 4 directors and 6 executive officers, and the total disposal amount is ¥26,688,312.

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35302
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

35,302 shares of the company's common stock (21,260 shares for directors and 14,042 shares for executive officers)

4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors21,260 shares
6 executive officers14,042 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.

¥756 per share
Total issue value

¥26,688,312

Amount of funds to be raised
Total payment amount: ¥26,692,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥26,692,000. Directors' total annual compensation is capped at ¥240 million, and the total number of restricted shares is capped at 70,000 shares per year.
発行済株式総数

As this is a disposal of treasury shares, an increase in the total number of issued shares is Not disclosed

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 the allotment date until the date on which the recipient retires or resigns from the position of director, executive officer or any other position designated by the company's Board of Directors
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the eligible position throughout the service period, all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the recipient retires or resigns during the period for a legitimate reason, the restrictions will be lifted on a pro rata basis according to the service period, while the portion corresponding to the remaining period will not be lifted.
Reason for acquisition without consideration
If the recipient retires or resigns before the end of the service period without a reason deemed legitimate, materially violates laws or internal rules, falls under any other event specified by the Board of Directors, or remains subject to transfer restrictions after a corporate reorganization or similar event.
Categories and Number of Persons Covered
4 directors, 21,260 shares; 6 executive officers, 14,042 shares
Intended allottee's holding policy
During the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the company's common stock on the Tokyo Stock Exchange Standard Market on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥756. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 25 June 2026, the introduction of the restricted stock compensation plan, the compensation framework and the share-number cap were approved. This grant was resolved by the Board of Directors following consultation with the Nomination and Compensation Committee.
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 of35,302 shares of the company's common stock (21,260 shares for directors and 14,042 shares for executive officers)
Issue price and disposal price¥756 per share
Total issue value¥26,688,312
Amount of funds to be raisedTotal payment amount: ¥26,692,000; estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeName 4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 21,260 shares, Name 6 executive officers / Number of Shares 14,042 shares
Intended allottee's holding policyDuring the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Total number of issued sharesAs this is a disposal of treasury shares, an increase in the total number of issued shares is Not disclosed
Basis for determining the amount to be paidThe closing price of the company's common stock on the Tokyo Stock Exchange Standard Market on 22 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥756. No discount or premium rate was stated.
Transfer restriction periodFrom the allotment date until the date on which the recipient retires or resigns from the position of director, executive officer or any other position designated by the company's Board of Directors
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the eligible position throughout the service period, all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the recipient retires or resigns during the period for a legitimate reason, the restrictions will be lifted on a pro rata basis according to the service period, while the portion corresponding to the remaining period will not be lifted.
Reason for acquisition without considerationIf the recipient retires or resigns before the end of the service period without a reason deemed legitimate, materially violates laws or internal rules, falls under any other event specified by the Board of Directors, or remains subject to transfer restrictions after a corporate reorganization or similar event.
Categories and Number of Persons Covered4 directors, 21,260 shares; 6 executive officers, 14,042 shares
Total Stock-Based CompensationTotal monetary claims: ¥26,692,000. Directors' total annual compensation is capped at ¥240 million, and the total number of restricted shares is capped at 70,000 shares per year.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 25 June 2026, the introduction of the restricted stock compensation plan, the compensation framework and the share-number cap were approved. This grant was resolved by the Board of Directors following consultation with the Nomination and Compensation Committee.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 directors with an incentive to enhance corporate value and promote the sharing of value between directors and shareholders. The company also took into account the responsibilities of the eligible directors and executive officers and the company's business performance.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOMOEGAWA CORPORATION (3878) timely disclosure | Komori