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Share Issuance and Disposal3101TOYOBO CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

TOYOBO CO., LTD. resolved to dispose of 40,690 treasury shares as restricted stock compensation for 4 directors and 16 executive officers. The payment date is 17 July 2026, and the shares generally may not be transferred for 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much40,690Shares

40,690 common shares of the Company (treasury shares)

4 directors (excluding outside directors and directors who are Audit & Supervisory Committee members)15,156 shares
16 executive officers25,534 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.

¥1,710 per share
Total issue value

¥69,579,900

Amount of funds to be raised
Total payment amount: ¥69,579,900; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥69,579,900. The annual remuneration limit for eligible directors is ¥35 million.
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
17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the eligible officer continuously holds a position as a director of the Company or another designated position throughout the restriction period, all of the allotted shares held by the officer will be released from the restrictions upon expiration of the period. If the officer retires for a valid reason, the timing and number of shares to be released will be reasonably adjusted as necessary. In the event of a corporate reorganization or similar transaction, the number of shares to be released will be reasonably determined by resolution of the Board of Directors and released before the effective date.
Reason for acquisition without consideration
The Company will automatically acquire without consideration the shares for which the restrictions have not been released at the end of the restriction period, as well as the number of shares stipulated in the agreement if an event triggering acquisition without consideration under the allotment agreement occurs during the restriction period.
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 15,156 shares, Category Executive officers / Number of Employees 16 / Number of allocated shares 25,534 shares
Intended allottee's holding policy
During the restriction period, the allotted shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 17 July 2026 through 16 July 2056.
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 on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,710. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 167th Annual General Meeting of Shareholders held on 25 June 2025, shareholders approved the continuation of the restricted stock compensation plan and the payment of remuneration of up to ¥35 million per year, among other matters.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares 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 of40,690 common shares of the Company (treasury shares)
Issue price and disposal price¥1,710 per share
Total issue value¥69,579,900
Amount of funds to be raisedTotal payment amount: ¥69,579,900; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeCategory 4 directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Shares 15,156 shares, Category 16 executive officers / Number of Shares 25,534 shares
Intended allottee's holding policyDuring the restriction period, the allotted shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 17 July 2026 through 16 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,710. No discount or premium was stated.
Transfer restriction period17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the eligible officer continuously holds a position as a director of the Company or another designated position throughout the restriction period, all of the allotted shares held by the officer will be released from the restrictions upon expiration of the period. If the officer retires for a valid reason, the timing and number of shares to be released will be reasonably adjusted as necessary. In the event of a corporate reorganization or similar transaction, the number of shares to be released will be reasonably determined by resolution of the Board of Directors and released before the effective date.
Reason for acquisition without considerationThe Company will automatically acquire without consideration the shares for which the restrictions have not been released at the end of the restriction period, as well as the number of shares stipulated in the agreement if an event triggering acquisition without consideration under the allotment agreement occurs during the restriction period.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 15,156 shares, Category Executive officers / Number of Employees 16 / Number of allocated shares 25,534 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥69,579,900. The annual remuneration limit for eligible directors is ¥35 million.
Procedures under the Corporate Code of ConductAt the 167th Annual General Meeting of Shareholders held on 25 June 2025, shareholders approved the continuation of the restricted stock compensation plan and the payment of remuneration of up to ¥35 million per year, among other matters.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
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 sustainable enhancement of corporate value and further promote the sharing of value between the eligible officers and shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible officer and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | TOYOBO CO.,LTD. (3101) timely disclosure | Komori