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Share Issuance and Disposal5990SUPER TOOL CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 4,817 treasury shares as restricted stock compensation to 2 directors and 3 employees. The shares will be subject to a 30-year transfer restriction, and the total disposal price will be ¥9,523,209.

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Neutral
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Scale
4817
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,817Shares

4,817 common shares of the Company (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 3,917 shares
Employees of the Company3 / 900 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.

¥1,977 per share
Total issue value

¥9,523,209

Total Stock-Based Compensation
Monetary remuneration claims of ¥9,523,209 (total annual remuneration and other compensation for directors is capped at ¥30 million)
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
21 July 2026 to 20 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares held at the end of the restriction period will be lifted, provided that the recipient continues to hold the position of director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after 21 July 2026. In the event of ceasing to hold office or employment for a justifiable reason, the restrictions will be lifted in part according to the number of months in office or employment.
Reason for acquisition without consideration
If, without a justifiable reason, the recipient ceases to hold any position as a director, executive officer or employee by the day before the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. The Company will also acquire without consideration any shares whose restrictions have not been lifted when the transfer restriction period expires, as well as any shares whose restrictions are not lifted due to a corporate reorganization or similar event.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 3,917 shares, Category Employees of the Company / Number of Employees 3 / Number of allocated shares 900 shares
Payment date
21 July 2026 (disposal date)
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 2 July 2026, ¥1,977
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 of4,817 common shares of the Company (treasury shares)
Issue price and disposal price¥1,977 per share
Total issue value¥9,523,209
Payment date21 July 2026 (disposal date)
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 3,917 shares, Name Employees of the Company / Number of Employees 3 / Number of Shares 900 shares
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 2 July 2026, ¥1,977
Transfer restriction period21 July 2026 to 20 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares held at the end of the restriction period will be lifted, provided that the recipient continues to hold the position of director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after 21 July 2026. In the event of ceasing to hold office or employment for a justifiable reason, the restrictions will be lifted in part according to the number of months in office or employment.
Reason for acquisition without considerationIf, without a justifiable reason, the recipient ceases to hold any position as a director, executive officer or employee by the day before the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. The Company will also acquire without consideration any shares whose restrictions have not been lifted when the transfer restriction period expires, as well as any shares whose restrictions are not lifted due to a corporate reorganization or similar event.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 3,917 shares, Category Employees of the Company / Number of Employees 3 / Number of allocated shares 900 shares
Total Stock-Based CompensationMonetary remuneration claims of ¥9,523,209 (total annual remuneration and other compensation for directors is capped at ¥30 million)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution 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 the directors and employees to share with shareholders both the benefits and risks of share price fluctuations, and to increase their motivation to contribute to share price appreciation and enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SUPER TOOL CO.,LTD. (5990) timely disclosure | Komori