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Share Issuance and Disposal4098Titan Kogyo ,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,100 treasury shares to 5 directors as restricted stock compensation. The shares will be subject to restrictions on transfer and other dispositions for a specified period, including while the recipients remain directors.

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43Recurring
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Direction
Neutral
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Scale
7100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,100Shares

7,100 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 7,100 shares

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

¥997 per share
Total issue value

¥7,078,700

Amount of funds to be raised
Total payment amount: ¥7,078,700; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation claims under the plan)
Total Stock-Based Compensation
Total monetary compensation claims of ¥7,078,700 (within the annual limit of ¥30 million under the plan)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 24 July 2026 until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company from 24 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 the position due to death or another reason deemed justified by the Company's Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted for the prescribed pro rata number of shares.
Reason for acquisition without consideration
At the end of the restriction period or another time specified in the agreement, the Company will 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 of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors, 7,100 shares
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 24 June 2026 was ¥997. No discount or premium rate 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 of7,100 common shares of the Company (treasury shares)
Issue price and disposal price¥997 per share
Total issue value¥7,078,700
Amount of funds to be raisedTotal payment amount: ¥7,078,700; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation claims under the plan)
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 7,100 shares
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026 was ¥997. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company from 24 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 the position due to death or another reason deemed justified by the Company's Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted for the prescribed pro rata number of shares.
Reason for acquisition without considerationAt the end of the restriction period or another time specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors, 7,100 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥7,078,700 (within the annual limit of ¥30 million under the plan)
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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 the eligible directors with an incentive to achieve sustained growth in the Company's corporate value and to promote value sharing between the eligible directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Titan Kogyo ,Ltd. (4098) timely disclosure | Komori