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Share Issuance and Disposal5271TOYO ASANO FOUNDATION CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment

The Company resolved to dispose of 25,000 treasury shares at ¥2,270 per share, with 株式会社三好商会 as the allottee. The funds raised will be used to pay for equipment purchases and other expenses, strengthening the Company’s sales cooperation with 株式会社三好商会 in the Kanto region.

Worth reading
68In focus
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
1.74
% (as a percentage of shares outstanding)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much25,000Shares

25,000 treasury shares

株式会社三好商会25,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,270 per share
Total issue value

¥56,750,000

Amount of funds to be raised
Total payment amount: ¥56,750,000; estimated net proceeds: ¥56,750,000
Estimated issuance expenses
- yen
Specific use of funds
Payment for equipment purchases and other expensesScheduled timing of expenditures By the end of June 2026
発行済株式総数

1.74% of shares outstanding and 1.93% of total voting rights

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.

Offering structure
Major shareholders after the offering
Name 株式会社直木商事 / Shareholding ratio 25.49%Name TAIHEIYO CEMENT CORPORATION / Shareholding ratio 11.88%Name トーヨーアサノ取引先持株会 / Shareholding ratio 6.15%Name 株式会社静岡銀行 / Shareholding ratio 3.88%Name Neturen Co.,Ltd. / Shareholding ratio 2.79%Name SANKYO KASEI CORPORATION / Shareholding ratio 1.87%Name 株式会社三好商会 / Shareholding ratio 1.73%Name 丸幸商事株式会社 / Shareholding ratio 1.73%Name Uematsu Akiko (植松昭子) / Shareholding ratio 1.67%Name Sera Akihiro (世良彰裕) / Shareholding ratio 0.71%
Intended allottee's holding policy
The allottee intends to hold the Company’s shares acquired through this disposal of treasury shares over the medium to long term. The Company plans to obtain a written undertaking covering, among other matters, an obligation to report in writing to the Company if all or any of the shares are transferred within 2 years from the payment date.
Payment date
27 April 2026
Basis for determining the amount to be paid
The price of ¥2,270 represents a 2.99% discount to the closing price of ¥2,340 on the Tokyo Stock Exchange on 8 April 2026. It represents a 1.73% discount to the average price of ¥2,310 for the preceding 1 month, a 5.10% discount to the average price of ¥2,392 for the preceding 3 months, and a 3.90% discount to the average price of ¥2,362 for the preceding 6 months.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required under the Code of Corporate Conduct.
Impact on Business Performance
The impact of this third-party allotment on the Company’s results of operations will be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed of25,000 treasury shares
Issue price and disposal price¥2,270 per share
Total issue value¥56,750,000
Amount of funds to be raisedTotal payment amount: ¥56,750,000; estimated net proceeds: ¥56,750,000
Estimated issuance expenses- yen
Specific use of fundsDetails Payment for equipment purchases and other expenses / Amount Not disclosed / Scheduled timing of expenditures By the end of June 2026
Payment date27 April 2026
Intended allotteeName 株式会社三好商会 / Number of Shares 25,000 shares
Intended allottee's holding policyThe allottee intends to hold the Company’s shares acquired through this disposal of treasury shares over the medium to long term. The Company plans to obtain a written undertaking covering, among other matters, an obligation to report in writing to the Company if all or any of the shares are transferred within 2 years from the payment date.
Dilution Rate1.74% of shares outstanding and 1.93% of total voting rights
Total number of issued shares1,440,840 shares → Not disclosed
Basis for determining the amount to be paidThe price of ¥2,270 represents a 2.99% discount to the closing price of ¥2,340 on the Tokyo Stock Exchange on 8 April 2026. It represents a 1.73% discount to the average price of ¥2,310 for the preceding 1 month, a 5.10% discount to the average price of ¥2,392 for the preceding 3 months, and a 3.90% discount to the average price of ¥2,362 for the preceding 6 months.
Procedures under the Corporate Code of ConductBecause the dilution ratio is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required under the Code of Corporate Conduct.
Major shareholders after the offeringName 株式会社直木商事 / Shareholding ratio 25.49%, Name TAIHEIYO CEMENT CORPORATION / Shareholding ratio 11.88%, Name トーヨーアサノ取引先持株会 / Shareholding ratio 6.15%, Name 株式会社静岡銀行 / Shareholding ratio 3.88%, Name Neturen Co.,Ltd. / Shareholding ratio 2.79%, Name SANKYO KASEI CORPORATION / Shareholding ratio 1.87%, Name 株式会社三好商会 / Shareholding ratio 1.73%, Name 丸幸商事株式会社 / Shareholding ratio 1.73%, Name Uematsu Akiko (植松昭子) / Shareholding ratio 1.67%, Name Sera Akihiro (世良彰裕) / Shareholding ratio 0.71%
Impact on Business PerformanceThe impact of this third-party allotment on the Company’s results of operations will be immaterial.
Items this document does not state (12)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing

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 strengthen the cooperative relationship with 株式会社三好商会, a major business partner, and reinforce sales cooperation across the Kanto region, centered on Kanagawa Prefecture. The funds raised are also scheduled to be used to pay for equipment purchases and other expenses by the end of June 2026.

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Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment | TOYO ASANO FOUNDATION CO.,LTD. (5271) timely disclosure | Komori