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Share Issuance and Disposal4058Toyokumo,Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 35,323 restricted shares by contributing monetary compensation receivables in kind for 5 directors and 6 employees. The shares may not be transferred until the recipient resigns or retires, and the transfer restrictions will be lifted subject to continued service for a specified period.

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Neutral
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Scale
35323
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

35,323 common shares of the Company (22,072 shares for 5 directors and 13,251 shares for 6 employees)

5 directors22,072 shares
6 employees13,251 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.

¥1,803 per share
Total issue value

¥63,687,369

Amount of funds to be raised
Total payment amount: ¥63,687,369; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation receivables under this plan)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥63,687,369. The annual compensation limit for directors is ¥100 million or less, of which compensation for outside directors is ¥10 million or less.
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 14 May 2026 until the date on which the recipient resigns or retires as a director or employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director or employee of the Company or one of its subsidiaries throughout the service period, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year. In the event of resignation or retirement due to death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors — 22,072 shares; 6 employees — 13,251 shares
Intended allottee's holding policy
From 14 May 2026 until the date on which the recipient resigns or retires as a director or employee of the Company or one of its subsidiaries, the recipient may not transfer the shares, create security interests over them or otherwise dispose of them.
Payment date
14 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 14 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,803. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The details of this plan were approved at the 15th Annual General Meeting of Shareholders held on 25 March 2025.
Impact on Business Performance
No impact on business performance 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 of35,323 common shares of the Company (22,072 shares for 5 directors and 13,251 shares for 6 employees)
Issue price and disposal price¥1,803 per share
Total issue value¥63,687,369
Amount of funds to be raisedTotal payment amount: ¥63,687,369; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation receivables under this plan)
Payment date14 May 2026
Intended allotteeCategory 5 directors / Number of Shares 22,072 shares, Category 6 employees / Number of Shares 13,251 shares
Intended allottee's holding policyFrom 14 May 2026 until the date on which the recipient resigns or retires as a director or employee of the Company or one of its subsidiaries, the recipient may not transfer the shares, create security interests over them or otherwise dispose of them.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 14 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,803. No discount or premium rate was stated.
Transfer restriction periodFrom 14 May 2026 until the date on which the recipient resigns or retires as a director or employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director or employee of the Company or one of its subsidiaries throughout the service period, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year. In the event of resignation or retirement due to death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors — 22,072 shares; 6 employees — 13,251 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥63,687,369. The annual compensation limit for directors is ¥100 million or less, of which compensation for outside directors is ¥10 million or less.
Procedures under the Corporate Code of ConductThe details of this plan were approved at the 15th Annual General Meeting of Shareholders held on 25 March 2025.
Impact on Business PerformanceNo impact on business performance was stated
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To provide an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Toyokumo,Inc. (4058) timely disclosure | Komori