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Share Issuance and Disposal3204Toabo CorporationMaterials and Chemicals

Notice Regarding the Disposition of Treasury Shares as Restricted Stock for Managers of the Company and Its Subsidiaries

The Company resolved to dispose of 44,530 restricted shares to 73 managers of the Company and its subsidiaries, in exchange for contributions in kind of monetary claims. The transfer restriction period is 5 years. Except in cases such as certain types of retirement or becoming a non-resident, the restrictions will be lifted upon expiration of the period provided that the individual has remained continuously employed.

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Direction
Neutral
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Scale
44530
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much44,530Shares

Treasury shares: 44,530 shares

Managers of the Company27 / 16,470 shares
Managers of the Company's subsidiaries46 / 28,060 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.

¥491 per share
Total issue value

¥21,864,230

Amount of funds to be raised
Total payment amount: ¥21,864,230; estimated net proceeds: Not disclosed (the transaction involves a contribution in kind of monetary claims)
Total Stock-Based Compensation
Total monetary claims: ¥21,864,230
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
5 years, from 21 April 2026 to 31 March 2031.
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the period, provided that the individual has continuously remained an employee of the Company or one of its subsidiaries during the transfer restriction period. The restrictions will also be lifted under specified conditions in the event of retirement due to mandatory retirement or other legitimate reasons, becoming a non-resident due to an overseas transfer or other circumstances, or a corporate reorganization.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at a specified lifting date, all shares in the event of certain contractual circumstances or a violation of laws or regulations, and any shares for which the transfer restrictions remain in place following a corporate reorganization.
Offering structure
Underwriter / lead underwriter
Not applicable (Nomura Securities Co., Ltd. administers the stock administration account)
Categories and Number of Persons Covered
27 management employees of the Company, 16,470 shares; 46 management employees of the Company's subsidiaries, 28,060 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any manner. The transfer restriction period runs from 21 April 2026 to 31 March 2031.
Payment date
21 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 26 March 2026, which was ¥491. No discount or premium rate was 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 ofTreasury shares: 44,530 shares
Issue price and disposal price¥491 per share
Total issue value¥21,864,230
Amount of funds to be raisedTotal payment amount: ¥21,864,230; estimated net proceeds: Not disclosed (the transaction involves a contribution in kind of monetary claims)
Payment date21 April 2026
Intended allotteeName Managers of the Company / Number of Employees 27 / Number of Shares 16,470 shares, Name Managers of the Company's subsidiaries / Number of Employees 46 / Number of Shares 28,060 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any manner. The transfer restriction period runs from 21 April 2026 to 31 March 2031.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 26 March 2026, which was ¥491. No discount or premium rate was stated.
Transfer restriction period5 years, from 21 April 2026 to 31 March 2031.
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the period, provided that the individual has continuously remained an employee of the Company or one of its subsidiaries during the transfer restriction period. The restrictions will also be lifted under specified conditions in the event of retirement due to mandatory retirement or other legitimate reasons, becoming a non-resident due to an overseas transfer or other circumstances, or a corporate reorganization.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at a specified lifting date, all shares in the event of certain contractual circumstances or a violation of laws or regulations, and any shares for which the transfer restrictions remain in place following a corporate reorganization.
Categories and Number of Persons Covered27 management employees of the Company, 16,470 shares; 46 management employees of the Company's subsidiaries, 28,060 shares
Total Stock-Based CompensationTotal monetary claims: ¥21,864,230
Underwriter / lead underwriterNot applicable (Nomura Securities Co., Ltd. administers the stock administration account)
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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.

To provide an incentive to continuously enhance the corporate value of the Company Group and further promote shared value with shareholders.

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Notice Regarding the Disposition of Treasury Shares as Restricted Stock for Managers of the Company and Its Subsidiaries | Toabo Corporation (3204) timely disclosure | Komori