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Share Issuance and Disposal4093Toho Acetylene Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 16,300 treasury shares held by the Company to 3 directors and 2 senior executive officers as restricted stock compensation. The payment date is 3 August 2026.

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Neutral
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Scale
16300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,300Shares

16,300 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding outside directors)12,700 shares
2 of the Company's Senior Executive Officers3,600 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.

¥423 per share
Total issue value

¥6,894,900

Amount of funds to be raised
Total payment amount: ¥6,894,900; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥6,894,900 (previously approved compensation limit: no more than ¥16,000 thousand per year)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares)

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.

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 3 August 2026 until the date on which the recipient ceases to hold any position as a director, senior executive officer or employee of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted at the end of the period for all of the allocated shares held by the recipient, provided that the recipient continuously holds either the position of director or senior executive officer of the Company through the date of the first annual general meeting of shareholders held after 3 August 2026. If the recipient ceases to hold the position for a legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient ceases to hold both the position of director and the position of senior executive officer before the day preceding the first annual general meeting of shareholders held after 3 August 2026, unless the Board of Directors recognizes that there is a legitimate reason. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period and any shares whose transfer restrictions have not been lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 12,700 shares, Category Senior Executive Officers of the Company / Number of Employees 2 / Number of allocated shares 3,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
3 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 16 July 2026 was ¥423. No discount or premium is 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 of16,300 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥423 per share
Total issue value¥6,894,900
Amount of funds to be raisedTotal payment amount: ¥6,894,900; estimated net proceeds: Not disclosed
Payment date3 August 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 12,700 shares, Name 2 of the Company's Senior Executive Officers / Number of Shares 3,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026 was ¥423. No discount or premium is stated.
Transfer restriction periodFrom 3 August 2026 until the date on which the recipient ceases to hold any position as a director, senior executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted at the end of the period for all of the allocated shares held by the recipient, provided that the recipient continuously holds either the position of director or senior executive officer of the Company through the date of the first annual general meeting of shareholders held after 3 August 2026. If the recipient ceases to hold the position for a legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient ceases to hold both the position of director and the position of senior executive officer before the day preceding the first annual general meeting of shareholders held after 3 August 2026, unless the Board of Directors recognizes that there is a legitimate reason. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period and any shares whose transfer restrictions have not been lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 12,700 shares, Category Senior Executive Officers of the Company / Number of Employees 2 / Number of allocated shares 3,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥6,894,900 (previously approved compensation limit: no more than ¥16,000 thousand per year)
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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.

The purpose is to enable the directors and senior executive officers to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to an increase in the share price and enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Toho Acetylene Co.,Ltd. (4093) timely disclosure | Komori