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Share Issuance and Disposal4635TOKYO PRINTING INK MFG.CO.,LTD.Materials and Chemicals

Notice Regarding the Disposition of Treasury Shares in Connection with the Introduction of a Performance-Linked Stock Compensation Plan (RS Trust)

The Company resolved to dispose of 209,700 treasury shares to the trust account in connection with the introduction of a performance-linked share compensation plan (RS Trust). Under the plan, shares will be delivered to directors to raise their awareness of improving medium- to long-term performance and enhancing corporate value.

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Direction
Neutral
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Scale
209700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as stock compensation

発行・処分する株式数209,700Shares

209,700 common shares of the Company (treasury shares)

Intended allottee
Sumitomo Mitsui Trust Bank, Limited (trust account) (re-trustee: Japan Custody Bank, Ltd. (trust account))
¥1,373 per share
Total issue value

¥287,918,100

発行済株式総数

1.54% of the total number of issued shares and 1.68% of the total number of voting rights

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
Until the directors retire from office
Categories and Number of Persons Covered
Directors, excluding outside directors. The breakdown of the number of recipients and shares allocated was not disclosed.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s shares on the Tokyo Stock Exchange on 4 August 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,373. No discount or premium was specified.
Procedures under the Corporate Code of Conduct
The plan was approved at the 154th Annual General Meeting of Shareholders held on 25 June 2026. The Company plans to appoint an independent third party unaffiliated with the Company or its officers as trust administrator.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as stock compensation
Number of shares to be issued or disposed of209,700 common shares of the Company (treasury shares)
Issue price and disposal price¥1,373 per share
Total issue value¥287,918,100
Payment date21 August 2026
Intended allotteeSumitomo Mitsui Trust Bank, Limited (trust account) (re-trustee: Japan Custody Bank, Ltd. (trust account))
Dilution Rate1.54% of the total number of issued shares and 1.68% of the total number of voting rights
Total number of issued shares13,628,790 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s shares on the Tokyo Stock Exchange on 4 August 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,373. No discount or premium was specified.
Transfer restriction periodUntil the directors retire from office
Categories and Number of Persons CoveredDirectors, excluding outside directors. The breakdown of the number of recipients and shares allocated was not disclosed.
Procedures under the Corporate Code of ConductThe plan was approved at the 154th Annual General Meeting of Shareholders held on 25 June 2026. The Company plans to appoint an independent third party unaffiliated with the Company or its officers as trust administrator.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 clarify the link between directors’ compensation and the Company’s performance and share value, and to raise their awareness of contributing to medium- to long-term performance improvement and growth in corporate value by sharing with shareholders the benefits and risks arising from share price fluctuations. The Company also seeks to provide an incentive to promote sustained growth in corporate value by restricting the transfer of the shares until the directors retire from office.

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Notice Regarding the Disposition of Treasury Shares in Connection with the Introduction of a Performance-Linked Stock Compensation Plan (RS Trust) | TOKYO PRINTING INK MFG.CO.,LTD. (4635) timely disclosure | Komori