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Share Issuance and Disposal7235TOKYO RADIATOR MFG.CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Awards

The Company has resolved to dispose of 91,800 treasury shares as restricted stock for a total of 68 directors, executive officers and senior employees. The total disposal price is ¥136,598,400; however, as the shares will be paid for through an in-kind contribution of monetary compensation receivables, this does not constitute actual fundraising.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock grants

Who receives how much91,800Shares

91,800 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding outside directors)22,000 shares
5 of the Company's executive officers21,000 shares
60 of the Company's senior employees48,800 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.

¥1,488 per share
Total issue value

¥136,598,400

Total Stock-Based Compensation
Total monetary compensation receivables of ¥136,598,400. The total amount of monetary compensation receivables to be paid to directors as compensation, including compensation relating to restricted stock, is capped at ¥50 million per year.
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 20 August 2026 until the date on which the allottee ceases to hold any position as a director, executive officer or employee of the Company (if the date of resignation or retirement is on or before 30 June 2027, until 1 July 2027)
Conditions for lifting transfer restrictions
In principle, the allottee must continuously hold a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after the start of the restricted period (for executive officers, through the first fiscal year-end). In the event of resignation or retirement for a valid reason, a portion of the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without consideration
If the allottee resigns or retires without a valid reason before the prescribed date, if any shares remain subject to the restrictions when the restricted period expires, or if any shares remain subject to the restrictions when the allottee resigns or retires in connection with a corporate reorganization or similar event, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 22,000 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 21,000 shares, Category The Company's senior employees / Number of Employees 60 people / Number of allocated shares 48,800 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the restrictions are lifted.
Payment date
20 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 17 July 2026, ¥1,488. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 120th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the introduction of the stock-based compensation plan, the compensation limits and the restricted period, among other matters.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock grants
Number of shares to be issued or disposed of91,800 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,488 per share
Total issue value¥136,598,400
Payment date20 August 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 22,000 shares, Name 5 of the Company's executive officers / Number of Shares 21,000 shares, Name 60 of the Company's senior employees / Number of Shares 48,800 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 17 July 2026, ¥1,488. No discount or premium.
Transfer restriction periodFrom 20 August 2026 until the date on which the allottee ceases to hold any position as a director, executive officer or employee of the Company (if the date of resignation or retirement is on or before 30 June 2027, until 1 July 2027)
Conditions for lifting transfer restrictionsIn principle, the allottee must continuously hold a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after the start of the restricted period (for executive officers, through the first fiscal year-end). In the event of resignation or retirement for a valid reason, a portion of the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without considerationIf the allottee resigns or retires without a valid reason before the prescribed date, if any shares remain subject to the restrictions when the restricted period expires, or if any shares remain subject to the restrictions when the allottee resigns or retires in connection with a corporate reorganization or similar event, the Company will acquire those shares without consideration.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 22,000 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 21,000 shares, Category The Company's senior employees / Number of Employees 60 people / Number of allocated shares 48,800 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥136,598,400. The total amount of monetary compensation receivables to be paid to directors as compensation, including compensation relating to restricted stock, is capped at ¥50 million per year.
Procedures under the Corporate Code of ConductAt the 120th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the introduction of the stock-based compensation plan, the compensation limits and the restricted period, among other matters.
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 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 provide an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Awards | TOKYO RADIATOR MFG.CO.,LTD. (7235) timely disclosure | Komori