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Share Issuance and Disposal8600TOMONY Holdings,Inc.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 138,526 shares of treasury stock subject to transfer restrictions by having 5 directors and 17 directors of subsidiaries make an in-kind contribution of monetary compensation claims.

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138526
Shares
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much138,526Shares

138,526 common shares of the Company (treasury shares)

Directors5 / 32,717 shares
Directors of subsidiaries of the Company17 / 105,809 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.

¥862 per share
Total issue value

¥119,409,412

Amount of funds to be raised
Total payment amount: ¥119,409,412; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥119,409,412. The compensation framework provides for annual compensation of no more than ¥42 million.
Specific use of funds
Not applicable (disposal through an in-kind contribution of the monetary compensation claims granted)
発行済株式総数

No increase (disposal of treasury shares)

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 23 July 2026 through the end of the month in which the date falls on which all directors of the Company and its subsidiaries retire from office
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in the position of director of the Company or its subsidiaries throughout the service provision period, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period. In cases such as retirement for a justifiable reason, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period.
Categories and Number of Persons Covered
5 directors, 32,717 shares; 17 directors of the Company's subsidiaries, 105,809 shares (excluding outside directors and directors who are Audit & Supervisory Committee members)
Payment date
23 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 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥862. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
Approval was obtained at the 15th Annual General Meeting of Shareholders held on 25 June 2025 for this system and the compensation framework, among other matters.
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 of138,526 common shares of the Company (treasury shares)
Issue price and disposal price¥862 per share
Total issue value¥119,409,412
Amount of funds to be raisedTotal payment amount: ¥119,409,412; estimated net proceeds: not disclosed
Specific use of fundsNot applicable (disposal through an in-kind contribution of the monetary compensation claims granted)
Payment date23 July 2026
Intended allotteeCategory Directors / Number of Employees 5 / Number of Shares 32,717 shares, Category Directors of subsidiaries of the Company / Number of Employees 17 / Number of Shares 105,809 shares
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥862. No discount or premium was applied.
Transfer restriction periodFrom 23 July 2026 through the end of the month in which the date falls on which all directors of the Company and its subsidiaries retire from office
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in the position of director of the Company or its subsidiaries throughout the service provision period, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period. In cases such as retirement for a justifiable reason, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period.
Categories and Number of Persons Covered5 directors, 32,717 shares; 17 directors of the Company's subsidiaries, 105,809 shares (excluding outside directors and directors who are Audit & Supervisory Committee members)
Total Stock-Based CompensationTotal monetary compensation claims: ¥119,409,412. The compensation framework provides for annual compensation of no more than ¥42 million.
Procedures under the Corporate Code of ConductApproval was obtained at the 15th Annual General Meeting of Shareholders held on 25 June 2025 for this system and the compensation framework, among other matters.
Items this document does not state (11)
Estimated issuance expensesIntended allottee's holding policyExercise 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 share with shareholders the benefits and risks of increases and decreases in the share price and enhance incentives for improving performance and corporate value over the medium to long term. In addition, shares will be granted to directors of subsidiaries to promote the sustainable enhancement of corporate value and the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOMONY Holdings,Inc. (8600) timely disclosure | Komori