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Share Issuance and Disposal5332TOTO LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 36,100 treasury shares to 8 directors and managing executive officers as restricted stock compensation. The disposal price is ¥9,315 per share, for a total amount of ¥336,271,500.

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36100
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much36,100Shares

Treasury shares of common stock: 36,100 shares

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and managing executive officers8 independent officers / 36,100 shares

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

¥9,315 per share
Amount of funds to be raised

Total payment amount: ¥336,271,500 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥336,271,500 (annual compensation limit: no more than ¥300 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
21 July 2026 to 20 July 2056 (30 years)
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the recipients have continuously served as directors or otherwise held eligible positions at the Company throughout the period. If a recipient's tenure ends upon expiry of the term of office, death or another legitimate reason, the restrictions on the number of shares corresponding to the period of service will be lifted immediately after the end of the tenure or upon death.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the transfer restriction period or at the time the restrictions are otherwise lifted. If a recipient leaves office without a legitimate reason, or if the Board of Directors determines that the recipient has engaged in misconduct, including a violation of laws or regulations, during the transfer restriction period, the Company may acquire all or part of the shares without consideration.
Categories and Number of Persons Covered
Eligible directors and other recipients: 8 people, 36,100 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. All transfer restrictions will be lifted upon expiry of the period, provided that the eligible directors and other recipients have continuously served as directors or otherwise held eligible positions at the Company throughout the transfer restriction period.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥9,315. The Company states that this does not constitute a particularly favourable price; the discount or premium rate 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 ofTreasury shares of common stock: 36,100 shares
Issue price and disposal price¥9,315 per share
Amount of funds to be raisedTotal payment amount: ¥336,271,500 (estimated net proceeds: Not disclosed)
Payment date21 July 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and managing executive officers / Number of Employees 8 independent officers / Number of Shares 36,100 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. All transfer restrictions will be lifted upon expiry of the period, provided that the eligible directors and other recipients have continuously served as directors or otherwise held eligible positions at the Company throughout the transfer restriction period.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥9,315. The Company states that this does not constitute a particularly favourable price; the discount or premium rate is Not disclosed.
Transfer restriction period21 July 2026 to 20 July 2056 (30 years)
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the recipients have continuously served as directors or otherwise held eligible positions at the Company throughout the period. If a recipient's tenure ends upon expiry of the term of office, death or another legitimate reason, the restrictions on the number of shares corresponding to the period of service will be lifted immediately after the end of the tenure or upon death.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the transfer restriction period or at the time the restrictions are otherwise lifted. If a recipient leaves office without a legitimate reason, or if the Board of Directors determines that the recipient has engaged in misconduct, including a violation of laws or regulations, during the transfer restriction period, the Company may acquire all or part of the shares without consideration.
Categories and Number of Persons CoveredEligible directors and other recipients: 8 people, 36,100 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥336,271,500 (annual compensation limit: no more than ¥300 million)
Items this document does not state (15)
Total issue valueEstimated 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.

The purpose is to promote sustained growth in corporate value and the sharing of value with shareholders, and to provide the eligible directors and other recipients with an incentive to enhance corporate value during their tenure. In making this allocation, the Company considered the purpose of the plan, its business performance, the scope of responsibilities of each eligible director and other recipient, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOTO LTD. (5332) timely disclosure | Komori