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Share Issuance and Disposal6995TOKAI RIKA CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 37,158 treasury shares as restricted stock compensation for its directors and executive officers. The disposal price is ¥2,864 per share, for a total of ¥106,420,512.

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37158
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much37,158Shares

37,158 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 20,118 shares
The Company's executive officers, excluding those concurrently serving as directors7 / 17,040 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.

¥2,864 per share
Total Stock-Based Compensation

Total monetary compensation claims of ¥106,420,512 (the annual compensation limit for covered directors is ¥70 million or less)

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 30 June 2026 until the date on which the holder ceases to hold any position as a director, audit & supervisory board member or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the holder continues to hold any position as a director, audit & supervisory board member or executive officer of the Company through the date of the first annual general meeting of shareholders held after 30 June 2026, the transfer restrictions on all of the allocated shares held at the end of the restriction period will be released. If the holder ceases to hold office for a legitimate reason, the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been released if the holder ceases to hold office without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders, if the transfer restrictions remain in place at the end of the restriction period, or if the holder ceases to hold office in connection with a reorganization or similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 20,118 shares, Category The Company's executive officers, excluding those concurrently serving as directors / Number of Employees 7 / Number of allocated shares 17,040 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, used to establish a transfer security interest, gifted during the holder's lifetime, bequeathed, or otherwise disposed of. The transfer restriction period runs from 30 June 2026 until the date on which the holder ceases to hold any position as a director, audit & supervisory board member or executive officer of the Company.
Payment date
30 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 11 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,864. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The matter was decided by the Board of Directors following deliberation and a recommendation by the Compensation Committee.
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 of37,158 common shares of the Company (treasury shares)
Issue price and disposal price¥2,864 per share
Payment date30 June 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 20,118 shares, Name The Company's executive officers, excluding those concurrently serving as directors / Number of Employees 7 / Number of Shares 17,040 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, used to establish a transfer security interest, gifted during the holder's lifetime, bequeathed, or otherwise disposed of. The transfer restriction period runs from 30 June 2026 until the date on which the holder ceases to hold any position as a director, audit & supervisory board member or executive officer of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 11 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,864. No discount or premium was applied.
Transfer restriction periodFrom 30 June 2026 until the date on which the holder ceases to hold any position as a director, audit & supervisory board member or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the holder continues to hold any position as a director, audit & supervisory board member or executive officer of the Company through the date of the first annual general meeting of shareholders held after 30 June 2026, the transfer restrictions on all of the allocated shares held at the end of the restriction period will be released. If the holder ceases to hold office for a legitimate reason, the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been released if the holder ceases to hold office without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders, if the transfer restrictions remain in place at the end of the restriction period, or if the holder ceases to hold office in connection with a reorganization or similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 20,118 shares, Category The Company's executive officers, excluding those concurrently serving as directors / Number of Employees 7 / Number of allocated shares 17,040 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥106,420,512 (the annual compensation limit for covered directors is ¥70 million or less)
Procedures under the Corporate Code of ConductThe matter was decided by the Board of Directors following deliberation and a recommendation by the Compensation Committee.
Items this document does not state (15)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 encourage efforts to enhance corporate value over the medium to long term, foster a stronger sense of responsibility as members of management, and promote management from the same perspective as shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKAI RIKA CO.,LTD. (6995) timely disclosure | Komori