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Share Issuance and Disposal5105Toyo Tire CorporationAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,804 treasury shares as restricted stock compensation for 12 directors and executive officers. Payment will be made through an in-kind contribution of monetary compensation receivables, and the transfer restrictions will be lifted subject to conditions including continued service for a specified period.

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16804
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,804Shares

16,804 shares of the Company's common stock (treasury shares)

4 directors (excluding outside directors)8,278 shares
8 executive officers who do not concurrently serve as directors8,526 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.

¥3,762 per share
Total issue value

¥63,216,648

Amount of funds to be raised
Total payment amount: ¥63,216,648. Estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥63,216,648 (of which ¥31,141,836 is for the eligible directors). The annual compensation limit is ¥250 million or less.
Specific use of funds
Not disclosed (the entire amount of monetary compensation receivables under the plan will be paid as in-kind contributed assets)
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 24 April 2026 until immediately after the holder retires or resigns from the position of director, executive officer, audit & supervisory board member, employee, adviser, counselor or other prescribed position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The holder must continuously remain in the prescribed position from the month containing the disposal date until immediately before the conclusion of the first Annual General Meeting of Shareholders held thereafter. In the event of retirement or resignation upon expiry of the term of office, mandatory retirement, death or other justifiable reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the holder retires or resigns for a reason other than a justifiable reason, or if any shares remain subject to transfer restrictions when the transfer restriction period expires or the restrictions are lifted, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 8,278 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of allocated shares 8,526 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period runs from 24 April 2026 until immediately after the holder retires or resigns from the prescribed position at the Company or one of its subsidiaries.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,762. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The plan and revisions to the amount of compensation receivables were approved at the Annual General Meetings of Shareholders held on 27 March 2020 and 26 March 2025.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is Not disclosed
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 of16,804 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,762 per share
Total issue value¥63,216,648
Amount of funds to be raisedTotal payment amount: ¥63,216,648. Estimated net proceeds: not disclosed
Specific use of fundsNot disclosed (the entire amount of monetary compensation receivables under the plan will be paid as in-kind contributed assets)
Payment date24 April 2026
Intended allotteeCategory 4 directors (excluding outside directors) / Number of Shares 8,278 shares, Category 8 executive officers who do not concurrently serve as directors / Number of Shares 8,526 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period runs from 24 April 2026 until immediately after the holder retires or resigns from the prescribed position at the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,762. No discount or premium was stated.
Transfer restriction periodFrom 24 April 2026 until immediately after the holder retires or resigns from the position of director, executive officer, audit & supervisory board member, employee, adviser, counselor or other prescribed position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe holder must continuously remain in the prescribed position from the month containing the disposal date until immediately before the conclusion of the first Annual General Meeting of Shareholders held thereafter. In the event of retirement or resignation upon expiry of the term of office, mandatory retirement, death or other justifiable reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the holder retires or resigns for a reason other than a justifiable reason, or if any shares remain subject to transfer restrictions when the transfer restriction period expires or the restrictions are lifted, the Company will acquire those shares without consideration.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 8,278 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of allocated shares 8,526 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥63,216,648 (of which ¥31,141,836 is for the eligible directors). The annual compensation limit is ¥250 million or less.
Procedures under the Corporate Code of ConductThe plan and revisions to the amount of compensation receivables were approved at the Annual General Meetings of Shareholders held on 27 March 2020 and 26 March 2025.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (11)
Estimated issuance expensesDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 provide medium- to long-term incentives to the eligible directors and others, further share value with shareholders, and enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Toyo Tire Corporation (5105) timely disclosure | Komori