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Share Issuance and Disposal3167TOKAI Holdings CorporationTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to the Stock Benefit Trust (BBT)

The Company resolved to dispose of 161,000 treasury shares to the trust account as shares to be delivered to directors and other officers in the future, in order to continue the Stock Benefit Trust (BBT). The disposal price is ¥1,106 per share, for a total disposal amount of ¥178,066,000.

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161000
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Details of issuance or disposal

Disposal of treasury shares through the Stock Benefit Trust (BBT)

Who receives how much161,000Shares

161,000 common shares (treasury shares)

Japan Custody Bank, Ltd. (Trust E Account)161,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,106 per share
Total issue value

¥178,066,000

Amount of funds to be raised
Total payment amount: ¥178,066,000; estimated net proceeds: Not disclosed
Specific use of funds
Additional cash contribution to the trust (additional funding of the trust)Amount ¥178,066,000 / Scheduled timing of expenditures 21 August 2026
発行済株式総数

0.12% of the total number of issued shares and 0.12% of the total number of voting rights

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.

Categories and Number of Persons Covered
The Company's directors, executive officers and trustees, and directors and trustees of certain of the Company's subsidiaries, excluding outside directors. The number of recipients and the number of shares allocated by category are Not disclosed.
Intended allottee's holding policy
The trust will hold and dispose of the Company's shares in order to deliver benefits to officers under this plan.
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 on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,106. No discount or premium.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through the Stock Benefit Trust (BBT)
Number of shares to be issued or disposed of161,000 common shares (treasury shares)
Issue price and disposal price¥1,106 per share
Total issue value¥178,066,000
Amount of funds to be raisedTotal payment amount: ¥178,066,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails Additional cash contribution to the trust (additional funding of the trust) / Amount ¥178,066,000 / Scheduled timing of expenditures 21 August 2026
Payment date21 August 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 161,000 shares
Intended allottee's holding policyThe trust will hold and dispose of the Company's shares in order to deliver benefits to officers under this plan.
Dilution Rate0.12% of the total number of issued shares and 0.12% of the total number of voting rights
Total number of issued shares137,845,577 shares → Not disclosed
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, ¥1,106. No discount or premium.
Categories and Number of Persons CoveredThe Company's directors, executive officers and trustees, and directors and trustees of certain of the Company's subsidiaries, excluding outside directors. The number of recipients and the number of shares allocated by category are Not disclosed.
Items this document does not state (15)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 trust is to acquire the shares expected to be required for future benefits in connection with the continuation of this plan. The number of shares corresponds to the number expected to be delivered for the 3 fiscal years from the fiscal year ended 31 March 2026 through the fiscal year ending 31 March 2028, in accordance with the Rules for the Delivery of Shares to Officers.

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Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to the Stock Benefit Trust (BBT) | TOKAI Holdings Corporation (3167) timely disclosure | Komori