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Share Issuance and Disposal1882TOA ROAD CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 62,496 treasury shares as restricted stock compensation to 4 directors and 20 executive officers. The total disposal price is ¥97,181,280.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much62,496Shares

Treasury shares, common stock: 62,496 shares

4 of the Company's directors, excluding outside directors28,936 shares
20 executive officers who do not concurrently serve as the Company's directors33,560 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.

¥1,555 per share
Total issue value

¥97,181,280

Amount of funds to be raised
Total payment amount: ¥97,181,280; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥97,181,280
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 28 July 2026 until immediately after the eligible recipient retires from all positions as a director of the Company and as an executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictions
Subject to the eligible recipient continuously holding either the position of director of the Company or executive officer who does not concurrently serve as a director throughout the applicable service period, all transfer restrictions will be lifted when the transfer restriction period expires. If the recipient retires upon expiration of the term of office or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, during the transfer restriction period, a recipient engages in a violation of laws or regulations or otherwise meets any of the specified conditions set forth in the restricted stock allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place upon expiration of the transfer restriction period or at the time the restrictions are lifted.
Stock Split Ratio2-for-1 stock split, effective 1 April 2023. 5-for-1 stock split, effective 1 April 2024.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 28,936 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 20 / Number of allocated shares 33,560 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any manner. The transfer restriction period runs from 28 July 2026 until immediately after the eligible recipient retires from all positions as a director of the Company and as an executive officer who does not concurrently serve as a director.
Payment date
28 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 3 July 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business Performance
The specific impact of this matter on business performance: 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 ofTreasury shares, common stock: 62,496 shares
Issue price and disposal price¥1,555 per share
Total issue value¥97,181,280
Amount of funds to be raisedTotal payment amount: ¥97,181,280; estimated net proceeds: Not disclosed
Payment date28 July 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 28,936 shares, Name 20 executive officers who do not concurrently serve as the Company's directors / Number of Shares 33,560 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any manner. The transfer restriction period runs from 28 July 2026 until immediately after the eligible recipient retires from all positions as a director of the Company and as an executive officer who does not concurrently serve as a director.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 3 July 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate was stated.
Transfer restriction periodFrom 28 July 2026 until immediately after the eligible recipient retires from all positions as a director of the Company and as an executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictionsSubject to the eligible recipient continuously holding either the position of director of the Company or executive officer who does not concurrently serve as a director throughout the applicable service period, all transfer restrictions will be lifted when the transfer restriction period expires. If the recipient retires upon expiration of the term of office or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, during the transfer restriction period, a recipient engages in a violation of laws or regulations or otherwise meets any of the specified conditions set forth in the restricted stock allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place upon expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 28,936 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 20 / Number of allocated shares 33,560 shares
Total Stock-Based CompensationTotal monetary receivables: ¥97,181,280
Stock Split Ratio2-for-1 stock split, effective 1 April 2023. 5-for-1 stock split, effective 1 April 2024.
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business PerformanceThe specific impact of this matter on business performance: Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 the eligible directors and other eligible recipients with incentives to sustainably enhance corporate value and promote value sharing with shareholders. In addition, taking into account the purpose of the plan, the Company's business performance and the scope of responsibilities of each eligible director and other eligible recipient, the Company aims to further increase their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOA ROAD CORPORATION (1882) timely disclosure | Komori