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Share Issuance and Disposal3116TOYOTA BOSHOKU CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Toyota Boshoku resolved to dispose of 23,739 treasury shares as restricted stock compensation for 5 directors and 3 executive officers. The total disposal value is ¥50,991,372, and the disposal date is 10 July 2026.

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23739
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much23,739Shares

23,739 shares of the Company's common stock (treasury shares)

5 directors of the Company, excluding outside directors16,664 shares
3 executive officers who do not concurrently serve as directors of the Company7,075 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.

¥2,148 per share
Total issue value

¥50,991,372

Amount of funds to be raised
Total payment amount: ¥50,991,372; estimated net proceeds: not applicable (contribution in kind of monetary compensation receivables relating to restricted stock compensation)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥50,991,372. The annual limit on monetary compensation receivables granted to eligible directors is ¥400 million.
Specific use of funds
Not applicable (contribution in kind of monetary compensation receivables)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares only)

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 10 July 2026, the disposal date, until immediately after the eligible person retires from the position of director of the Company or executive officer who does not concurrently serve as a director.
Conditions for lifting transfer restrictions
Eligible directors must continuously hold the position of director of the Company throughout the transfer restriction period. Eligible executive officers must continuously hold the position of director or executive officer who does not concurrently serve as a director throughout the transfer restriction period. If an eligible person retires upon expiration of their term, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement for the number of shares corresponding to their period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 16,664 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of allocated shares 7,075 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Payment date
10 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 11 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,148. No discount or premium applies.
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 of23,739 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,148 per share
Total issue value¥50,991,372
Amount of funds to be raisedTotal payment amount: ¥50,991,372; estimated net proceeds: not applicable (contribution in kind of monetary compensation receivables relating to restricted stock compensation)
Specific use of fundsNot applicable (contribution in kind of monetary compensation receivables)
Payment date10 July 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 16,664 shares, Name 3 executive officers who do not concurrently serve as directors of the Company / Number of Shares 7,075 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 11 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,148. No discount or premium applies.
Transfer restriction periodFrom 10 July 2026, the disposal date, until immediately after the eligible person retires from the position of director of the Company or executive officer who does not concurrently serve as a director.
Conditions for lifting transfer restrictionsEligible directors must continuously hold the position of director of the Company throughout the transfer restriction period. Eligible executive officers must continuously hold the position of director or executive officer who does not concurrently serve as a director throughout the transfer restriction period. If an eligible person retires upon expiration of their term, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement for the number of shares corresponding to their period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 16,664 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of allocated shares 7,075 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥50,991,372. The annual limit on monetary compensation receivables granted to eligible directors is ¥400 million.
Items this document does not state (11)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

The disposal was made in consideration of the purpose of the restricted stock compensation system, which is to provide medium- to long-term incentives and promote the sharing of shareholder value, as well as the Company's operating performance, the scope of responsibilities of each eligible director and other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOYOTA BOSHOKU CORPORATION (3116) timely disclosure | Komori