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Share Issuance and Disposal5301TOKAI CARBON CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Tokai Carbon resolved to dispose of 40,400 treasury shares to 5 directors, excluding outside directors and inside directors stationed overseas, as restricted stock compensation. The disposal price is ¥949.5 per share, for a total disposal value of ¥38,397,779.

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Scale
40400
Shares
Wording
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much40,400Shares

40,400 shares of the Company's common stock (treasury shares)

Directors (excluding outside directors and inside directors stationed overseas)5 / 40,400 shares

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

¥949.5 per share
Amount of funds to be raised

Total payment amount: ¥38,397,779 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary remuneration receivables: ¥38,397,779
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 17 April 2026 to 16 April 2056 (30 years)
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible director continuously holds one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, consultant or any equivalent position. In the event of departure or retirement upon expiration of the term of office, mandatory retirement or for any other legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service. In the event of a corporate reorganization or similar event, the transfer restrictions will also be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
At the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors, excluding outside directors and inside directors stationed overseas: 40,400 shares
Intended allottee's holding policy
The transfer restriction period will be 30 years in order to achieve long-term sharing of shareholder value. During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
17 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥949.5. No discount or premium rate is 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 of40,400 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥949.5 per share
Amount of funds to be raisedTotal payment amount: ¥38,397,779 (estimated net proceeds: Not disclosed)
Payment date17 April 2026
Intended allotteeCategory Directors (excluding outside directors and inside directors stationed overseas) / Number of Employees 5 / Number of Shares 40,400 shares
Intended allottee's holding policyThe transfer restriction period will be 30 years in order to achieve long-term sharing of shareholder value. During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥949.5. No discount or premium rate is stated.
Transfer restriction periodFrom 17 April 2026 to 16 April 2056 (30 years)
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible director continuously holds one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, consultant or any equivalent position. In the event of departure or retirement upon expiration of the term of office, mandatory retirement or for any other legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service. In the event of a corporate reorganization or similar event, the transfer restrictions will also be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationAt the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors, excluding outside directors and inside directors stationed overseas: 40,400 shares
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥38,397,779
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

The decision was made after taking into consideration the Company's business performance, the scope of responsibilities of each eligible director and other relevant factors, with the aim of providing eligible directors with mid- to long-term incentives, sharing shareholder value and further increasing their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKAI CARBON CO.,LTD. (5301) timely disclosure | Komori