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Share Issuance and Disposal3204Toabo CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 54,157 treasury shares at ¥491 per share as restricted stock compensation for 26 directors, executive officers and others. The transfer restrictions will be lifted subject to continued service for a specified period and other conditions.

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54157
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much54,157Shares

54,157 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 12,777 shares
The Company's executive officers who do not concurrently serve as directors7 / 10,952 shares
Directors of the Company's subsidiaries (excluding outside directors)12 / 20,654 shares
Executive officers who do not concurrently serve as directors of the Company's subsidiaries6 / 9,774 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

¥26,591,087

Amount of funds to be raised
Total payment amount: ¥26,591,087 (the eligible directors and others will contribute all of their monetary claims in kind, so no cash will be raised) / Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims of up to ¥30 million per year for the eligible directors. The total monetary claims for this transaction amount to ¥26,591,087.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 27 March 2026 until the later of the point immediately after the recipient retires or leaves the specified position at the Company or one of its subsidiaries, or 1 April 2027
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the specified position from the commencement date of the recipient's duties until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter, all transfer restrictions will be lifted when the transfer restriction period expires. In the event of retirement or departure due to expiration of the term of office, mandatory retirement or another legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's period of service.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if, during the transfer restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under any of the circumstances stipulated in the relevant allotment agreement, or if any shares remain subject to transfer restrictions when the transfer restriction period expires or at another applicable time.
Categories and Number of Persons Covered
6 Company directors, 12,777 shares; 7 Company executive officers, 10,952 shares; 12 directors of the Company's subsidiaries, 20,654 shares; 6 executive officers of the Company's subsidiaries, 9,774 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥491. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Compensation Advisory Committee.
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 of54,157 treasury shares
Issue price and disposal price¥491 per share
Total issue value¥26,591,087
Amount of funds to be raisedTotal payment amount: ¥26,591,087 (the eligible directors and others will contribute all of their monetary claims in kind, so no cash will be raised) / Estimated net proceeds: Not disclosed
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 12,777 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of Shares 10,952 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 12 / Number of Shares 20,654 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 6 / Number of Shares 9,774 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥491. No discount or premium was applied.
Transfer restriction periodFrom 27 March 2026 until the later of the point immediately after the recipient retires or leaves the specified position at the Company or one of its subsidiaries, or 1 April 2027
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the specified position from the commencement date of the recipient's duties until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter, all transfer restrictions will be lifted when the transfer restriction period expires. In the event of retirement or departure due to expiration of the term of office, mandatory retirement or another legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's period of service.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if, during the transfer restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under any of the circumstances stipulated in the relevant allotment agreement, or if any shares remain subject to transfer restrictions when the transfer restriction period expires or at another applicable time.
Categories and Number of Persons Covered6 Company directors, 12,777 shares; 7 Company executive officers, 10,952 shares; 12 directors of the Company's subsidiaries, 20,654 shares; 6 executive officers of the Company's subsidiaries, 9,774 shares
Total Stock-Based CompensationMonetary claims of up to ¥30 million per year for the eligible directors. The total monetary claims for this transaction amount to ¥26,591,087.
Procedures under the Corporate Code of ConductThe matter was deliberated by the Compensation Advisory Committee.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsPayment dateDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 directors and other recipients with an incentive to achieve sustainable growth in the Company's corporate value and promote value sharing with shareholders. The purpose is also to further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Toabo Corporation (3204) timely disclosure | Komori