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Share Issuance and Disposal3946TOMOKU CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 29,400 treasury shares as restricted stock compensation for its directors, executive officers and the representative directors of its major subsidiaries. The payment date is 10 July 2026, and the total disposal price is ¥110,985,000.

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Direction
Neutral
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Scale
29400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much29,400Shares

29,400 shares of the Company’s common stock (treasury shares)

Directors of the Company (excluding outside directors)6 / 16,700 shares
The Company’s executive officers (excluding executive officers who concurrently serve as directors)15 / 11,700 shares
Representative directors of the Company’s major subsidiaries2 / 1,000 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.

¥3,775 per share
Total issue value

¥110,985,000

Amount of funds to be raised
Total payment amount: ¥110,985,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥110,985,000. Total annual compensation and other remuneration for directors is capped at ¥80 million.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable (disposal of treasury shares)

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 10 July 2026 until the date on which the recipient retires from all positions as a director, executive officer or advisor of the Company and its subsidiaries.
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or advisor of the Company or its subsidiaries until the date of the first annual general meeting of shareholders of the Company held after 10 July 2026. If the recipient retires for a legitimate reason, the restrictions will be lifted in part according to the number of months served.
Reason for acquisition without consideration
If the recipient retires without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders of the Company. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If the recipient retires due to a reorganization or similar event and the transfer restrictions have not been lifted as of the business day preceding the effective date.
Categories and Number of Persons Covered
6 directors of the Company, 16,700 shares; 15 executive officers of the Company, 11,700 shares; 2 representative directors of the Company’s major subsidiaries, 1,000 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to any third party, pledged, granted as security by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 23 June 2026 was ¥3,775. There was no discount or premium to the closing price on the immediately preceding business day.
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 of29,400 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥3,775 per share
Total issue value¥110,985,000
Amount of funds to be raisedTotal payment amount: ¥110,985,000; estimated net proceeds: Not disclosed
Payment date10 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of Shares 16,700 shares, Category The Company’s executive officers (excluding executive officers who concurrently serve as directors) / Number of Employees 15 / Number of Shares 11,700 shares, Category Representative directors of the Company’s major subsidiaries / Number of Employees 2 / Number of Shares 1,000 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to any third party, pledged, granted as security by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 23 June 2026 was ¥3,775. There was no discount or premium to the closing price on the immediately preceding business day.
Transfer restriction periodFrom 10 July 2026 until the date on which the recipient retires from all positions as a director, executive officer or advisor of the Company and its subsidiaries.
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or advisor of the Company or its subsidiaries until the date of the first annual general meeting of shareholders of the Company held after 10 July 2026. If the recipient retires for a legitimate reason, the restrictions will be lifted in part according to the number of months served.
Reason for acquisition without considerationIf the recipient retires without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders of the Company. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If the recipient retires due to a reorganization or similar event and the transfer restrictions have not been lifted as of the business day preceding the effective date.
Categories and Number of Persons Covered6 directors of the Company, 16,700 shares; 15 executive officers of the Company, 11,700 shares; 2 representative directors of the Company’s major subsidiaries, 1,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥110,985,000. Total annual compensation and other remuneration for directors is capped at ¥80 million.
Items this document does not state (12)
Estimated 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOMOKU CO.,LTD. (3946) timely disclosure | Komori