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Share Issuance and Disposal9633TOKYO THEATRES COMPANY,INCORPORATEDReal Estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

東京テアトル will dispose of 3,525 treasury shares as restricted stock compensation to 5 directors, excluding outside directors. The payment date is 18 August 2026.

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38Recurring
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Direction
Neutral
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Scale
3525
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,525Shares

3,525 common shares (treasury shares)

5 directors (excluding outside directors)3,525 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,631 per share
Total Stock-Based Compensation

Total monetary compensation claims of ¥5,749,275 (the compensation framework provides for an annual limit of ¥30 million)

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 18 August 2026 until the date of retirement
Conditions for lifting transfer restrictions
Provided that the eligible director's retirement is for a reason deemed valid by the Company's Board of Directors, all transfer restrictions on the allocated shares will be lifted upon expiration of the transfer restriction period. In the event of a corporate reorganization or similar transaction, the number of shares to be released will be reasonably determined by resolution of the Board of Directors and the restrictions will be lifted before the effective date.
Reason for acquisition without consideration
Shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period; a number of shares corresponding to the remaining restriction period upon retirement during the service period; all or part of the shares if the holder becomes subject to any of the specified events set out in the restricted stock allocation agreement, including misconduct; and shares whose transfer restrictions remain in place after a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
5 directors (excluding outside directors), 3,525 shares
Intended allottee's holding policy
The transfer restriction period will run from 18 August 2026 until the date of retirement. During this period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
18 August 2026
Basis for determining the amount to be paid
The closing price of ¥1,631 on the business day immediately preceding the date of the Board of Directors' resolution. There is no discount or premium.
Procedures under the Corporate Code of Conduct
At the 108th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the payment to eligible directors of monetary compensation claims of up to ¥30 million per year and the delivery of up to 30,000 restricted shares per year, 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 of3,525 common shares (treasury shares)
Issue price and disposal price¥1,631 per share
Payment date18 August 2026
Intended allotteeCategory 5 directors (excluding outside directors) / Number of Shares 3,525 shares
Intended allottee's holding policyThe transfer restriction period will run from 18 August 2026 until the date of retirement. During this period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of ¥1,631 on the business day immediately preceding the date of the Board of Directors' resolution. There is no discount or premium.
Transfer restriction periodFrom 18 August 2026 until the date of retirement
Conditions for lifting transfer restrictionsProvided that the eligible director's retirement is for a reason deemed valid by the Company's Board of Directors, all transfer restrictions on the allocated shares will be lifted upon expiration of the transfer restriction period. In the event of a corporate reorganization or similar transaction, the number of shares to be released will be reasonably determined by resolution of the Board of Directors and the restrictions will be lifted before the effective date.
Reason for acquisition without considerationShares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period; a number of shares corresponding to the remaining restriction period upon retirement during the service period; all or part of the shares if the holder becomes subject to any of the specified events set out in the restricted stock allocation agreement, including misconduct; and shares whose transfer restrictions remain in place after a corporate reorganization or similar transaction.
Categories and Number of Persons Covered5 directors (excluding outside directors), 3,525 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥5,749,275 (the compensation framework provides for an annual limit of ¥30 million)
Procedures under the Corporate Code of ConductAt the 108th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the payment to eligible directors of monetary compensation claims of up to ¥30 million per year and the delivery of up to 30,000 restricted shares per year, among other matters.
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 provide incentives for the sustained enhancement of corporate value and promote value sharing between the directors and shareholders. The scope of responsibility of each eligible director was also taken into consideration.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKYO THEATRES COMPANY,INCORPORATED (9633) timely disclosure | Komori