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Share Issuance and Disposal1946TOENEC CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 11,280 treasury shares as restricted stock compensation for 33 directors and executive officers. The disposal price is ¥2,075 per share, and the total disposal amount is ¥23.406 million.

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23406000
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,280Shares

11,280 treasury shares

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 2,515 shares
The Company's executive officers who do not concurrently serve as directors29 people / 8,765 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.

¥2,075 per share
Amount of funds to be raised

Total amount of monetary claims: ¥23,406,000 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary claims: ¥23,406,000
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 21 August 2026 until immediately after the eligible recipient retires or resigns from a prescribed position or other prescribed role at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the eligible recipient continuously holds a prescribed position or other prescribed role at the Company or one of its subsidiaries during the service provision period, all of the shares will be released from the transfer restrictions upon expiration of the restriction period. In the event of retirement or resignation upon expiration of the term of office or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service or tenure will be released immediately after the retirement or resignation.
Reason for acquisition without consideration
If the eligible recipient violates any law or regulation during the restriction period or becomes subject to any other specified event provided for in the allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares that remain subject to transfer restrictions upon expiration of the restriction period or upon retirement or resignation for a legitimate reason.
Stock Split RatioA 1-for-5 share split, effective 1 October 2024
Categories and Number of Persons Covered
4 directors, excluding directors who are Audit and Supervisory Committee Members and outside directors, and 2,515 shares; 29 executive officers who do not concurrently serve as directors, and 8,765 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Payment date
21 August 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 21 July 2026 was ¥2,075. The amount was based on the closing price on the business day preceding the date of the Board of Directors' resolution; no discount or premium rate was indicated.
Procedures under the Corporate Code of Conduct
The matter was referred to the voluntary 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 of11,280 treasury shares
Issue price and disposal price¥2,075 per share
Amount of funds to be raisedTotal amount of monetary claims: ¥23,406,000 (estimated net proceeds: Not disclosed)
Payment date21 August 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 2,515 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 29 people / Number of Shares 8,765 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 21 July 2026 was ¥2,075. The amount was based on the closing price on the business day preceding the date of the Board of Directors' resolution; no discount or premium rate was indicated.
Transfer restriction periodFrom 21 August 2026 until immediately after the eligible recipient retires or resigns from a prescribed position or other prescribed role at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the eligible recipient continuously holds a prescribed position or other prescribed role at the Company or one of its subsidiaries during the service provision period, all of the shares will be released from the transfer restrictions upon expiration of the restriction period. In the event of retirement or resignation upon expiration of the term of office or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service or tenure will be released immediately after the retirement or resignation.
Reason for acquisition without considerationIf the eligible recipient violates any law or regulation during the restriction period or becomes subject to any other specified event provided for in the allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares that remain subject to transfer restrictions upon expiration of the restriction period or upon retirement or resignation for a legitimate reason.
Categories and Number of Persons Covered4 directors, excluding directors who are Audit and Supervisory Committee Members and outside directors, and 2,515 shares; 29 executive officers who do not concurrently serve as directors, and 8,765 shares
Total Stock-Based CompensationTotal monetary claims: ¥23,406,000
Stock Split RatioA 1-for-5 share split, effective 1 October 2024
Procedures under the Corporate Code of ConductThe matter was referred to the voluntary Nomination and Compensation Committee for consultation.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 the eligible recipients with an incentive to continuously enhance corporate value and promote the sharing of value with shareholders. The measure is also intended to share with shareholders the benefits and risks of share-price fluctuations and increase motivation to raise the share price and enhance corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOENEC CORPORATION (1946) timely disclosure | Komori