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Share Issuance and Disposal4430TOKAI SOFT CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

A resolution was passed to dispose of 11,797 treasury shares as restricted stock compensation for 66 directors, executive officers and employees. The disposal price is ¥1,760 per share, for a total disposal value of ¥20,762,720.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,797Shares

11,797 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 5,317 shares
The Company's executive officers who do not concurrently serve as directors3 / 2,180 shares
Employees of the Company60 people / 4,300 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.

¥1,760 per share
Total issue value

¥20,762,720

Amount of funds to be raised
Total payment amount: ¥20,762,720; estimated net proceeds: Not disclosed (disposal through an in-kind contribution of monetary claims by the eligible recipients)
Total Stock-Based Compensation
Total monetary claims: ¥20,762,720. For eligible directors, the compensation limit is up to ¥30 million per year.
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 October 2026 until immediately after the eligible recipient retires or resigns from any position as a director of the Company or its subsidiary, an executive officer who does not concurrently serve as a director, an employee or any other equivalent position.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director of the Company or its subsidiary, executive officer who does not concurrently serve as a director, employee or any other equivalent position throughout the service period, all transfer restrictions will be lifted upon expiry of the restricted period. If the recipient retires or resigns upon expiry of the term of office or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after the retirement or resignation.
Reason for acquisition without consideration
If the recipient violates any law or regulation during the restricted period or meets any other specified condition set out in the relevant allocation agreement, all of the subject shares will be acquired without consideration. Shares for which the transfer restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons Covered
3 directors of the Company, excluding directors serving as Audit and Supervisory Committee members and outside directors: 5,317 shares; 3 executive officers who do not concurrently serve as directors: 2,180 shares; 60 employees: 4,300 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Payment date
14 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,760. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the Compensation Committee for consultation.
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 of11,797 common shares of the Company (treasury shares)
Issue price and disposal price¥1,760 per share
Total issue value¥20,762,720
Amount of funds to be raisedTotal payment amount: ¥20,762,720; estimated net proceeds: Not disclosed (disposal through an in-kind contribution of monetary claims by the eligible recipients)
Payment date14 October 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 5,317 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of Shares 2,180 shares, Category Employees of the Company / Number of Employees 60 people / Number of Shares 4,300 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,760. No discount or premium rate was stated.
Transfer restriction periodFrom 14 October 2026 until immediately after the eligible recipient retires or resigns from any position as a director of the Company or its subsidiary, an executive officer who does not concurrently serve as a director, an employee or any other equivalent position.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the positions of director of the Company or its subsidiary, executive officer who does not concurrently serve as a director, employee or any other equivalent position throughout the service period, all transfer restrictions will be lifted upon expiry of the restricted period. If the recipient retires or resigns upon expiry of the term of office or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after the retirement or resignation.
Reason for acquisition without considerationIf the recipient violates any law or regulation during the restricted period or meets any other specified condition set out in the relevant allocation agreement, all of the subject shares will be acquired without consideration. Shares for which the transfer restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons Covered3 directors of the Company, excluding directors serving as Audit and Supervisory Committee members and outside directors: 5,317 shares; 3 executive officers who do not concurrently serve as directors: 2,180 shares; 60 employees: 4,300 shares
Total Stock-Based CompensationTotal monetary claims: ¥20,762,720. For eligible directors, the compensation limit is up to ¥30 million per year.
Procedures under the Corporate Code of ConductThe matter was referred to the Compensation Committee for consultation.
Items this document does not state (13)
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 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 recipients with an incentive to achieve sustained growth in the Company's corporate value and promote value sharing with shareholders. The purpose is also to further enhance the motivation of the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKAI SOFT CO.,LTD. (4430) timely disclosure | Komori