Komori
Share Issuance and Disposal4042TOSOH CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Tosoh Corporation resolved to dispose of 93,319 treasury shares as restricted stock compensation to 5 directors and 31 executive officers. In principle, the shares may not be transferred until the recipient ceases to hold the position of director or executive officer.

Worth reading
42Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
93319
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much93,319Shares

93,319 shares of the Company's common stock (treasury shares)

5 directors of the Company, excluding outside directors21,127 shares
31 of the Company's executive officers72,192 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.

¥2,708.5 per share
Total issue value

¥252,754,512

Total Stock-Based Compensation
Total monetary compensation claims of ¥252,754,512. The annual limit on monetary compensation claims granted as compensation to the eligible directors is ¥80 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
From 4 August 2026 until the date on which the recipient ceases to hold both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or executive officer of the Company until the date of the first annual general meeting of shareholders held after 4 August 2026. If the recipient ceases to hold the position for a legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month including the date of cessation, divided by 12.
Reason for acquisition without consideration
If the recipient ceases to hold the position without a legitimate reason before the day preceding the first annual general meeting of shareholders held after 4 August 2026, or if any shares remain subject to transfer restrictions when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares that remain subject to transfer restrictions on the business day preceding the effective date.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 21,127 shares, Category The Company's executive officers / Number of Employees 31 / Number of allocated shares 72,192 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to any third party, pledged, subjected to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed, or otherwise disposed of in any way. The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Payment date
4 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 9 July 2026, was ¥2,708.5. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
Approval for the restricted stock compensation plan, the maximum number of shares and the compensation limit was obtained at the 121st Annual General Meeting of Shareholders held on 25 June 2020 and the 125th Annual General Meeting of Shareholders held on 21 June 2024.
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 of93,319 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,708.5 per share
Total issue value¥252,754,512
Payment date4 August 2026
Intended allotteeCategory 5 directors of the Company, excluding outside directors / Number of Shares 21,127 shares, Category 31 of the Company's executive officers / Number of Shares 72,192 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to any third party, pledged, subjected to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed, or otherwise disposed of in any way. The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 9 July 2026, was ¥2,708.5. No discount or premium is stated.
Transfer restriction periodFrom 4 August 2026 until the date on which the recipient ceases to hold both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director or executive officer of the Company until the date of the first annual general meeting of shareholders held after 4 August 2026. If the recipient ceases to hold the position for a legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month including the date of cessation, divided by 12.
Reason for acquisition without considerationIf the recipient ceases to hold the position without a legitimate reason before the day preceding the first annual general meeting of shareholders held after 4 August 2026, or if any shares remain subject to transfer restrictions when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares that remain subject to transfer restrictions on the business day preceding the effective date.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 21,127 shares, Category The Company's executive officers / Number of Employees 31 / Number of allocated shares 72,192 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥252,754,512. The annual limit on monetary compensation claims granted as compensation to the eligible directors is ¥80 million.
Procedures under the Corporate Code of ConductApproval for the restricted stock compensation plan, the maximum number of shares and the compensation limit was obtained at the 121st Annual General Meeting of Shareholders held on 25 June 2020 and the 125th Annual General Meeting of Shareholders held on 21 June 2024.
Items this document does not state (14)
Amount of funds to be raisedEstimated 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 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 enable directors and executive officers to share with shareholders both the benefits and risks of share price fluctuations, and to increase their motivation to contribute to higher share prices and enhanced corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOSOH CORPORATION (4042) timely disclosure | Komori