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Share Issuance and Disposal9960TOTECH CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was resolved to dispose of 4,400 treasury shares to 3 directors as restricted stock compensation. The disposal price is ¥3,960 per share, for a total disposal amount of ¥17,424,000.

Worth reading
42Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
4400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,400Shares

4,400 common shares (treasury shares)

3 of the Company's directors, excluding directors serving as Audit & Supervisory Committee Members and outside directors4,400 shares

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

¥3,960 per share
Total issue value

¥17,424,000

Total Stock-Based Compensation
Monetary claims of up to ¥100 million per year (total monetary claims related to this disposal: ¥17,424,000)
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 17 July 2026 until the later of the time immediately after the eligible individual's position as an officer or employee of the Company or its subsidiaries ends, or 1 July 2027
Conditions for lifting transfer restrictions
The individual must continuously hold a position as an officer or employee of the Company or its subsidiaries from the date on which duties commence until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. In the event of departure or retirement for a valid reason, a certain number of shares will be released from the transfer restrictions; in the event of death or similar circumstances, the shares will be acquired without consideration.
Reason for acquisition without consideration
If the individual commits a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the restricted stock allotment agreement during the restricted transfer period, if any shares remain subject to the transfer restrictions, in the event of departure or retirement due to death, and in certain cases of corporate reorganization or similar transactions.
Stock Split Ratio3 shares for each share, effective 1 April 2024
Categories and Number of Persons Covered
3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 4,400 shares
Intended allottee's holding policy
During the restricted transfer period, transfers to third parties, the creation of pledges or security interests by way of transfer, gifts during the donor's lifetime, bequests and any other dispositions are prohibited.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,960. It was determined that this did not constitute a particularly favorable price.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
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 of4,400 common shares (treasury shares)
Issue price and disposal price¥3,960 per share
Total issue value¥17,424,000
Payment date17 July 2026
Intended allotteeName 3 of the Company's directors, excluding directors serving as Audit & Supervisory Committee Members and outside directors / Number of Shares 4,400 shares
Intended allottee's holding policyDuring the restricted transfer period, transfers to third parties, the creation of pledges or security interests by way of transfer, gifts during the donor's lifetime, bequests and any other dispositions are prohibited.
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 shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,960. It was determined that this did not constitute a particularly favorable price.
Transfer restriction periodFrom 17 July 2026 until the later of the time immediately after the eligible individual's position as an officer or employee of the Company or its subsidiaries ends, or 1 July 2027
Conditions for lifting transfer restrictionsThe individual must continuously hold a position as an officer or employee of the Company or its subsidiaries from the date on which duties commence until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. In the event of departure or retirement for a valid reason, a certain number of shares will be released from the transfer restrictions; in the event of death or similar circumstances, the shares will be acquired without consideration.
Reason for acquisition without considerationIf the individual commits a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the restricted stock allotment agreement during the restricted transfer period, if any shares remain subject to the transfer restrictions, in the event of departure or retirement due to death, and in certain cases of corporate reorganization or similar transactions.
Categories and Number of Persons Covered3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 4,400 shares
Total Stock-Based CompensationMonetary claims of up to ¥100 million per year (total monetary claims related to this disposal: ¥17,424,000)
Stock Split Ratio3 shares for each share, effective 1 April 2024
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 to achieve sustained growth in corporate value and promote value sharing with shareholders. The measure is also intended to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOTECH CORPORATION (9960) timely disclosure | Komori