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Share Issuance and Disposal1758Taiyo Kisokogyo Co.,Ltd.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

太洋基礎工業 resolved to dispose of 4,757 treasury shares as restricted stock compensation for its directors and executive officers. The disposal date is 22 May 2026, and the total disposal amount is ¥12,025,696.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,757Shares

4,757 common shares of the Company (treasury shares)

7 of the Company's directors (excluding Directors who are Audit and Supervisory Committee Members)4,239 shares
6 executive officers of the Company518 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.

¥2,528 per share
Total issue value

¥12,025,696

Amount of funds to be raised
Total payment amount: ¥12,025,696; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥12,025,696. The annual limit on monetary compensation claims for eligible directors is ¥40 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 the disposal date until the later of the date on which the allottee retires or resigns from both the position of director and the position of executive officer of the Company, or the date on which the Company's semi-annual report for the fiscal year in which the disposal date falls is filed
Conditions for lifting transfer restrictions
Provided that the allottee continuously holds the prescribed position until the date of the first annual general meeting of shareholders of the Company held after the commencement date of the transfer restriction period, the transfer restrictions on all shares will be released upon expiry of the transfer restriction period. In the event of retirement or resignation due to death, expiration of the term of office, mandatory retirement or another reason deemed justifiable by the Board of Directors, the transfer restrictions will be released for the number of shares corresponding to the number of months served.
Reason for acquisition without consideration
Upon expiry of the transfer restriction period or release of the transfer restrictions, the Company will automatically acquire without consideration any of the allotted shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 7 / Number of allocated shares 4,239 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 518 shares
Intended allottee's holding policy
From the disposal date until the later of the date on which the allottee retires or resigns from both the position of director and the position of executive officer of the Company, or the date on which the Company's semi-annual report for the fiscal year in which the disposal date falls is filed, the allottee may not transfer, create security interests over or otherwise dispose of the shares. The Company will acquire without consideration any shares that do not satisfy the prescribed release conditions.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,528. There is no discount or premium.
Procedures under the Corporate Code of Conduct
Approval for the system and the transfer restriction period was obtained at the 58th Annual General Meeting of Shareholders held on 23 April 2025 and the 59th Annual General Meeting of Shareholders held on 23 April 2026.
Impact on Business Performance
The impact of this disposal of treasury shares on performance for the fiscal year ending January 2027 is Not disclosed
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 of4,757 common shares of the Company (treasury shares)
Issue price and disposal price¥2,528 per share
Total issue value¥12,025,696
Amount of funds to be raisedTotal payment amount: ¥12,025,696; estimated net proceeds: Not disclosed
Payment date22 May 2026
Intended allotteeName 7 of the Company's directors (excluding Directors who are Audit and Supervisory Committee Members) / Number of Shares 4,239 shares, Name 6 executive officers of the Company / Number of Shares 518 shares
Intended allottee's holding policyFrom the disposal date until the later of the date on which the allottee retires or resigns from both the position of director and the position of executive officer of the Company, or the date on which the Company's semi-annual report for the fiscal year in which the disposal date falls is filed, the allottee may not transfer, create security interests over or otherwise dispose of the shares. The Company will acquire without consideration any shares that do not satisfy the prescribed release conditions.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,528. There is no discount or premium.
Transfer restriction periodFrom the disposal date until the later of the date on which the allottee retires or resigns from both the position of director and the position of executive officer of the Company, or the date on which the Company's semi-annual report for the fiscal year in which the disposal date falls is filed
Conditions for lifting transfer restrictionsProvided that the allottee continuously holds the prescribed position until the date of the first annual general meeting of shareholders of the Company held after the commencement date of the transfer restriction period, the transfer restrictions on all shares will be released upon expiry of the transfer restriction period. In the event of retirement or resignation due to death, expiration of the term of office, mandatory retirement or another reason deemed justifiable by the Board of Directors, the transfer restrictions will be released for the number of shares corresponding to the number of months served.
Reason for acquisition without considerationUpon expiry of the transfer restriction period or release of the transfer restrictions, the Company will automatically acquire without consideration any of the allotted shares whose transfer restrictions have not been released.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 7 / Number of allocated shares 4,239 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 518 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥12,025,696. The annual limit on monetary compensation claims for eligible directors is ¥40 million or less.
Procedures under the Corporate Code of ConductApproval for the system and the transfer restriction period was obtained at the 58th Annual General Meeting of Shareholders held on 23 April 2025 and the 59th Annual General Meeting of Shareholders held on 23 April 2026.
Impact on Business PerformanceThe impact of this disposal of treasury shares on performance for the fiscal year ending January 2027 is Not disclosed
Items this document does not state (12)
Estimated 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 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 an incentive for the sustained enhancement of corporate value and further promote the sharing of value with shareholders. The Company also took into consideration the purpose of the system, the Company's performance and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Taiyo Kisokogyo Co.,Ltd. (1758) timely disclosure | Komori