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Share Issuance and Disposal5423TOKYO STEEL MANUFACTURING CO.,LTD.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers

Tokyo Steel Manufacturing Co., Ltd. resolved to dispose of 22,326 treasury shares as restricted stock compensation for 3 directors and 6 executive officers. The payment date is 24 July 2026, and the shares generally may not be transferred for 30 years.

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22326
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

22,326 common shares (3 directors: 8,522 shares; 6 executive officers: 13,804 shares)

3 directors (excluding directors who are Audit & Supervisory Committee members)8,522 shares
6 executive officers (excluding those concurrently serving as directors)13,804 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.

¥1,739 per share
Total issue value

¥38,824,914

Total Stock-Based Compensation
Monetary remuneration claims of ¥38,824,914
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 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer during the restricted transfer period, all of the shares allotted under this plan will have their transfer restrictions lifted on the expiration date of the restricted transfer period. If the recipient loses the position due to expiration of the term of office, death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be lifted for the number of shares calculated based on the recipient's months of service. In the event of a corporate reorganization or other similar transaction, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without consideration
At the expiration of the restricted transfer period, or immediately after the recipient loses both the position of director and the position of executive officer during the restricted transfer period, the Company will automatically acquire without consideration any shares allotted under this plan whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 3 / Number of allocated shares 8,522 shares, Category Executive officers (excluding those concurrently serving as directors) / Number of Employees 6 / Number of allocated shares 13,804 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period runs from 24 July 2026 through 23 July 2056.
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 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,739. No discount or premium rate was disclosed.
Impact on Business Performance
No information was provided regarding the impact on financial results.
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 of22,326 common shares (3 directors: 8,522 shares; 6 executive officers: 13,804 shares)
Issue price and disposal price¥1,739 per share
Total issue value¥38,824,914
Payment date24 July 2026
Intended allotteeCategory 3 directors (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 8,522 shares, Category 6 executive officers (excluding those concurrently serving as directors) / Number of Shares 13,804 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period runs from 24 July 2026 through 23 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,739. No discount or premium rate was disclosed.
Transfer restriction periodFrom 24 July 2026 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer during the restricted transfer period, all of the shares allotted under this plan will have their transfer restrictions lifted on the expiration date of the restricted transfer period. If the recipient loses the position due to expiration of the term of office, death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be lifted for the number of shares calculated based on the recipient's months of service. In the event of a corporate reorganization or other similar transaction, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without considerationAt the expiration of the restricted transfer period, or immediately after the recipient loses both the position of director and the position of executive officer during the restricted transfer period, the Company will automatically acquire without consideration any shares allotted under this plan whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 3 / Number of allocated shares 8,522 shares, Category Executive officers (excluding those concurrently serving as directors) / Number of Employees 6 / Number of allocated shares 13,804 shares
Total Stock-Based CompensationMonetary remuneration claims of ¥38,824,914
Impact on Business PerformanceNo information was provided regarding the impact on financial results.
Items this document does not state (14)
Amount of funds to be raisedEstimated 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 offering

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 incentives for the sustained enhancement of corporate value and promote value sharing with shareholders. The Company also considered the purpose of the compensation plan, the Company's performance, the scope of responsibilities of each eligible officer and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | TOKYO STEEL MANUFACTURING CO.,LTD. (5423) timely disclosure | Komori