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Share Issuance and Disposal7313TS TECH CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 48,760 treasury shares as restricted stock compensation to 23 directors, executive officers and directors and other officers of its domestic subsidiaries. The total disposal amount is ¥84,306,040, and the shares may not be transferred until the applicable conditions, including remaining in office or employment, are met.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much48,760Shares

48,760 treasury shares

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)5 / 21,280 shares
The Company's executive officers who do not concurrently serve as directors8 independent officers / 22,080 shares
Full-time directors of the Company's domestic subsidiaries3 / 1,900 shares
Executive officers of the Company's domestic subsidiaries who do not concurrently serve as directors7 / 3,500 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.

¥1,729.0 per share
Total issue value

¥84,306,040

Amount of funds to be raised
Total monetary claims of ¥84,306,040; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥84,306,040. The annual compensation limit for eligible directors is ¥150 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 10 July 2026 until immediately after the recipient resigns or retires from the prescribed position as a director or executive officer
Conditions for lifting transfer restrictions
The recipient must continuously remain in the prescribed position during the restricted transfer period. If the recipient resigns or retires upon expiration of the term of office, mandatory retirement, death or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if the recipient resigns or retires for a reason other than a legitimate reason, or with respect to shares not eligible for release of the transfer restrictions.
Categories and Number of Persons Covered
Category The Company's directors, excluding outside directors and directors serving as Audit and Supervisory Committee members / Number of Employees 5 / Number of allocated shares 21,280 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of allocated shares 22,080 shares, Category Full-time directors of domestic subsidiaries / Number of Employees 3 / Number of allocated shares 1,900 shares, Category Executive officers of domestic subsidiaries who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 3,500 shares
Intended allottee's holding policy
During the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,729.0. The Company determined that this does not constitute a particularly favorable amount.
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 of48,760 treasury shares
Issue price and disposal price¥1,729.0 per share
Total issue value¥84,306,040
Amount of funds to be raisedTotal monetary claims of ¥84,306,040; estimated net proceeds: Not disclosed
Payment date10 July 2026
Intended allotteeName Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 5 / Number of Shares 21,280 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of Shares 22,080 shares, Name Full-time directors of the Company's domestic subsidiaries / Number of Employees 3 / Number of Shares 1,900 shares, Name Executive officers of the Company's domestic subsidiaries who do not concurrently serve as directors / Number of Employees 7 / Number of Shares 3,500 shares
Intended allottee's holding policyDuring the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,729.0. The Company determined that this does not constitute a particularly favorable amount.
Transfer restriction periodFrom 10 July 2026 until immediately after the recipient resigns or retires from the prescribed position as a director or executive officer
Conditions for lifting transfer restrictionsThe recipient must continuously remain in the prescribed position during the restricted transfer period. If the recipient resigns or retires upon expiration of the term of office, mandatory retirement, death or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if the recipient resigns or retires for a reason other than a legitimate reason, or with respect to shares not eligible for release of the transfer restrictions.
Categories and Number of Persons CoveredCategory The Company's directors, excluding outside directors and directors serving as Audit and Supervisory Committee members / Number of Employees 5 / Number of allocated shares 21,280 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of allocated shares 22,080 shares, Category Full-time directors of domestic subsidiaries / Number of Employees 3 / Number of allocated shares 1,900 shares, Category Executive officers of domestic subsidiaries who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 3,500 shares
Total Stock-Based CompensationTotal monetary claims of ¥84,306,040. The annual compensation limit for eligible directors is ¥150 million or less.
Items this document does not state (14)
Estimated 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 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 further enhance the motivation of each eligible recipient, provide an incentive to sustainably increase corporate value, and promote greater sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TS TECH CO.,LTD. (7313) timely disclosure | Komori