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Share Issuance and Disposal4045TOAGOSEI CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers

The Company resolved to dispose of 76,020 treasury shares as restricted stock compensation to a total of 26 people, including directors and executive officers. The shares may not be transferred until the applicable conditions, such as remaining in office or employment, have been met.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much76,020Shares

76,020 shares of the Company's common stock (treasury shares)

4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)17,000 shares
1 Senior Executive Officer of the Company3,100 shares
16 Executive Officers of the Company (excluding non-residents)43,920 shares
2 Fellows of the Company4,800 shares
2 directors of the Company's subsidiary (excluding part-time directors)4,800 shares
1 Executive Officer of the Company's subsidiary2,400 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.

¥1,802 per share
Total issue value

¥136,988,040

Amount of funds to be raised
Total amount paid in: ¥136,988,040. Estimated net proceeds: Not disclosed (disposal through an in-kind contribution of monetary compensation claims under this plan)
Total Stock-Based Compensation
Total monetary compensation claims: ¥136,988,040. The annual limit on monetary compensation claims granted to the eligible directors is ¥100 million or less.
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 20 May 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or fellow of the Company or its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer or fellow of the Company or its subsidiaries from the payment date until 1 April 2027, all of the allocated shares will be released from the transfer restrictions on the expiration date of the restriction period. In the event of retirement from office or employment for a legitimate reason, such as the expiration of the term of office, the restrictions will be released in proportion to the number of months in office or employment. In the event of death, all restrictions will be released.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions at the expiration of the transfer restriction period or at other times stipulated in the agreement.
Categories and Number of Persons Covered
4 Company directors: 17,000 shares; 1 senior executive officer of the Company: 3,100 shares; 16 executive officers of the Company: 43,920 shares; 2 fellows of the Company: 4,800 shares; 2 directors of the Company's subsidiaries: 4,800 shares; 1 executive officer of the Company's subsidiaries: 2,400 shares
Intended allottee's holding policy
Transfers and other dispositions will be prohibited from 20 May 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or fellow of the Company or its subsidiaries.
Payment date
20 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 17 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,802. There is no discount or premium.
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 of76,020 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,802 per share
Total issue value¥136,988,040
Amount of funds to be raisedTotal amount paid in: ¥136,988,040. Estimated net proceeds: Not disclosed (disposal through an in-kind contribution of monetary compensation claims under this plan)
Payment date20 May 2026
Intended allotteeCategory 4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 17,000 shares, Category 1 Senior Executive Officer of the Company / Number of Shares 3,100 shares, Category 16 Executive Officers of the Company (excluding non-residents) / Number of Shares 43,920 shares, Category 2 Fellows of the Company / Number of Shares 4,800 shares, Category 2 directors of the Company's subsidiary (excluding part-time directors) / Number of Shares 4,800 shares, Category 1 Executive Officer of the Company's subsidiary / Number of Shares 2,400 shares
Intended allottee's holding policyTransfers and other dispositions will be prohibited from 20 May 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or fellow of the Company or its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 17 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,802. There is no discount or premium.
Transfer restriction periodFrom 20 May 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or fellow of the Company or its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer or fellow of the Company or its subsidiaries from the payment date until 1 April 2027, all of the allocated shares will be released from the transfer restrictions on the expiration date of the restriction period. In the event of retirement from office or employment for a legitimate reason, such as the expiration of the term of office, the restrictions will be released in proportion to the number of months in office or employment. In the event of death, all restrictions will be released.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions at the expiration of the transfer restriction period or at other times stipulated in the agreement.
Categories and Number of Persons Covered4 Company directors: 17,000 shares; 1 senior executive officer of the Company: 3,100 shares; 16 executive officers of the Company: 43,920 shares; 2 fellows of the Company: 4,800 shares; 2 directors of the Company's subsidiaries: 4,800 shares; 1 executive officer of the Company's subsidiaries: 2,400 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥136,988,040. The annual limit on monetary compensation claims granted to the eligible directors is ¥100 million or less.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

To provide directors, executive officers and other personnel of the Company or its subsidiaries with incentives to sustainably enhance corporate value over the medium to long term and to promote shared value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers | TOAGOSEI CO.,LTD. (4045) timely disclosure | Komori