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Share Issuance and Disposal4767TOW CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 433,000 treasury shares to the eligible recipients as restricted stock compensation. The recipients are officers and employees of the Company and its subsidiaries, and the transfer restrictions will be lifted subject to conditions including continued service for a specified period.

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433000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much433,000Shares

433,000 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 130,000 shares
The Company's executive officers6 / 110,000 shares
Employees of the Company43 / 156,000 shares
Directors of subsidiaries5 / 18,000 shares
Employees of subsidiaries10 / 19,000 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.

¥400 per share
Total issue value

¥173,200,000

Amount of funds to be raised
Total payment amount: ¥173,200,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥173,200,000
発行済株式総数

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

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 13 November 2026 to 30 June 2029 (approximately 2 years and 8 months)
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiration of the period, provided that the eligible recipient has continuously held the position of director, executive officer, employee or an equivalent position at the Company or a subsidiary throughout the transfer restriction period. If the recipient leaves office or retires upon expiration of the term of office, mandatory retirement, death or any other reason deemed legitimate by the Board of Directors, the restrictions will be lifted on the later of immediately after the departure or retirement and 4 October 2027, for the number of shares corresponding to the number of months of service.
Reason for acquisition without consideration
If the recipient leaves office or retires before the transfer restriction period expires without legitimate reason, if any shares remain subject to the restrictions, or if certain grounds such as misconduct arise. The Company will also acquire without consideration any shares whose restrictions are not lifted due to a corporate reorganisation or similar event.
Categories and Number of Persons Covered
3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors: 130,000 shares, 6 executive officers of the Company: 110,000 shares, 43 employees of the Company: 156,000 shares, 5 directors of subsidiaries: 18,000 shares, 10 employees of subsidiaries: 19,000 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of during the transfer restriction period, and will be held and maintained in accounts opened with Nomura Securities Co., Ltd.
Payment date
13 November 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 October 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥400. No discount or premium.
Procedures under the Corporate Code of Conduct
At the Annual General Meeting of Shareholders held on 25 September 2020, approval was obtained for the compensation relating to this plan for the eligible directors, as well as the total number of restricted shares and other matters.
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 of433,000 treasury shares
Issue price and disposal price¥400 per share
Total issue value¥173,200,000
Amount of funds to be raisedTotal payment amount: ¥173,200,000; estimated net proceeds: Not disclosed
Payment date13 November 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 130,000 shares, Name The Company's executive officers / Number of Employees 6 / Number of Shares 110,000 shares, Name Employees of the Company / Number of Employees 43 / Number of Shares 156,000 shares, Name Directors of subsidiaries / Number of Employees 5 / Number of Shares 18,000 shares, Name Employees of subsidiaries / Number of Employees 10 / Number of Shares 19,000 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of during the transfer restriction period, and will be held and maintained in accounts opened with Nomura Securities Co., Ltd.
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 14 October 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥400. No discount or premium.
Transfer restriction periodFrom 13 November 2026 to 30 June 2029 (approximately 2 years and 8 months)
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiration of the period, provided that the eligible recipient has continuously held the position of director, executive officer, employee or an equivalent position at the Company or a subsidiary throughout the transfer restriction period. If the recipient leaves office or retires upon expiration of the term of office, mandatory retirement, death or any other reason deemed legitimate by the Board of Directors, the restrictions will be lifted on the later of immediately after the departure or retirement and 4 October 2027, for the number of shares corresponding to the number of months of service.
Reason for acquisition without considerationIf the recipient leaves office or retires before the transfer restriction period expires without legitimate reason, if any shares remain subject to the restrictions, or if certain grounds such as misconduct arise. The Company will also acquire without consideration any shares whose restrictions are not lifted due to a corporate reorganisation or similar event.
Categories and Number of Persons Covered3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors: 130,000 shares, 6 executive officers of the Company: 110,000 shares, 43 employees of the Company: 156,000 shares, 5 directors of subsidiaries: 18,000 shares, 10 employees of subsidiaries: 19,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥173,200,000
Procedures under the Corporate Code of ConductAt the Annual General Meeting of Shareholders held on 25 September 2020, approval was obtained for the compensation relating to this plan for the eligible directors, as well as the total number of restricted shares and other matters.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive to improve business performance and sustainably enhance the Company's corporate value, while further promoting value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOW CO.,LTD. (4767) timely disclosure | Komori