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Share Issuance and Disposal5966KYOTO TOOL CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 4,224 treasury shares as restricted stock compensation to 2 directors and 5 executive officers. The disposal price is ¥2,550 per share, for a total of ¥10,771,200.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,224Shares

4,224 shares of the Company's common stock (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members)1,828 shares
5 of the Company's executive officers2,396 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.

¥2,550 per share
Amount of funds to be raised

Total amount paid in: ¥10,771,200; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥10,771,200. The total amount of monetary compensation claims for the eligible directors is capped at ¥30 million per year.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 until the date on which the allottees retire or resign from all positions as directors and executive officers of the Company
Conditions for lifting transfer restrictions
The allottees must continuously hold either a position as a director or an executive officer of the Company from 24 July 2026 until the date of the first annual general meeting of shareholders of the Company held thereafter. In the event of retirement or resignation for a valid reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without consideration
If an allottee retires or resigns from all positions as a director and executive officer without a valid reason before the day preceding the date of the first annual general meeting of shareholders held thereafter. If any shares remain subject to the restrictions when the restriction period expires. If any shares remain subject to the restrictions as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 1,828 shares, Category Executive officers / Number of Employees 5 / Number of allocated shares 2,396 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The policy for holding the shares after the transfer restrictions are lifted is Not disclosed.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥2,550. No discount or premium.
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 of4,224 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,550 per share
Amount of funds to be raisedTotal amount paid in: ¥10,771,200; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 1,828 shares, Name 5 of the Company's executive officers / Number of Shares 2,396 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The policy for holding the shares after the transfer restrictions are lifted is Not disclosed.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥2,550. No discount or premium.
Transfer restriction periodFrom 24 July 2026 until the date on which the allottees retire or resign from all positions as directors and executive officers of the Company
Conditions for lifting transfer restrictionsThe allottees must continuously hold either a position as a director or an executive officer of the Company from 24 July 2026 until the date of the first annual general meeting of shareholders of the Company held thereafter. In the event of retirement or resignation for a valid reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without considerationIf an allottee retires or resigns from all positions as a director and executive officer without a valid reason before the day preceding the date of the first annual general meeting of shareholders held thereafter. If any shares remain subject to the restrictions when the restriction period expires. If any shares remain subject to the restrictions as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 1,828 shares, Category Executive officers / Number of Employees 5 / Number of allocated shares 2,396 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥10,771,200. The total amount of monetary compensation claims for the eligible directors is capped at ¥30 million per year.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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.

To enable directors and executive officers to share with shareholders both the benefits and risks of share price fluctuations, and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KYOTO TOOL CO.,LTD. (5966) timely disclosure | Komori