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Share Issuance and Disposal9729TOKAI Corp.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 17,045 treasury shares to 4 directors and 15 executive officers as restricted stock compensation. The disposal price is ¥2,315 per share, and the restriction period will be 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much17,045Shares

Number of shares to be issued/disposed of: 17,045 treasury shares

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside DirectorsNumber of shares allotted: 7,340
15 executive officers of the Company who do not concurrently serve as directorsNumber of shares allotted: 9,705

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.

Issue/disposal price: ¥2,315 per share
Amount of funds to be raised

Total payment amount: ¥39,459,175; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary claims: ¥39,459,175. The annual compensation limit for monetary claims to eligible directors is ¥90 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 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds any of the following positions during the restriction period: director, executive officer, executive officer who does not concurrently serve as a director, employee or equivalent position at the Company or one of its subsidiaries, all of the restricted shares will be released from the restrictions upon expiration of the restriction period. In the event of departure or retirement for a legitimate reason, such as the expiration of a term of office or mandatory retirement, the restrictions will be released immediately after departure or retirement for the number of shares corresponding to the number of months in office or employment.
Reason for acquisition without consideration
The Company will acquire without consideration any allocated shares whose restrictions have not been released at the expiration of the restriction period or when the restrictions are released. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares whose restrictions remain in place after the restrictions are released.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares Number of shares allotted: 7,340, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 15 / Number of allocated shares Number of shares allotted: 9,705
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,315. No discount or premium rate was stated.
Impact on Business Performance
No impact on financial performance is stated.
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 ofNumber of shares to be issued/disposed of: 17,045 treasury shares
Issue price and disposal priceIssue/disposal price: ¥2,315 per share
Amount of funds to be raisedTotal payment amount: ¥39,459,175; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares Number of shares allotted: 7,340, Name 15 executive officers of the Company who do not concurrently serve as directors / Number of Shares Number of shares allotted: 9,705
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,315. No discount or premium rate was stated.
Transfer restriction periodFrom 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds any of the following positions during the restriction period: director, executive officer, executive officer who does not concurrently serve as a director, employee or equivalent position at the Company or one of its subsidiaries, all of the restricted shares will be released from the restrictions upon expiration of the restriction period. In the event of departure or retirement for a legitimate reason, such as the expiration of a term of office or mandatory retirement, the restrictions will be released immediately after departure or retirement for the number of shares corresponding to the number of months in office or employment.
Reason for acquisition without considerationThe Company will acquire without consideration any allocated shares whose restrictions have not been released at the expiration of the restriction period or when the restrictions are released. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares whose restrictions remain in place after the restrictions are released.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares Number of shares allotted: 7,340, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 15 / Number of allocated shares Number of shares allotted: 9,705
Total Stock-Based CompensationTotal monetary claims: ¥39,459,175. The annual compensation limit for monetary claims to eligible directors is ¥90 million or less.
Impact on Business PerformanceNo impact on financial performance is stated.
Items this document does not state (14)
Total issue valueEstimated 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 offering

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 sustainable enhancement of corporate value and promote value sharing with shareholders, as well as to further enhance the motivation of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKAI Corp. (9729) timely disclosure | Komori