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Share Issuance and Disposal5901Toyo Seikan Group Holdings,Ltd.Construction and Materials

Notice Regarding the Disposal of Treasury Shares under the Performance-Linked Share-Based Compensation Plan

The company has decided to dispose of 131,000 treasury shares held by the company to a trust account in connection with its performance-linked share compensation plan. The disposal price is ¥4,250 per share, for a total amount of ¥556.75 million.

Worth reading
59In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.09
% (dilution rate)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with a performance-linked share compensation plan

Who receives how much131,000Shares

131,000 shares of the company's common stock (treasury shares)

Sumitomo Mitsui Trust Bank, Limited (trust account) (re-trustee: Japan Custody Bank, Ltd. (trust account))131,000 shares

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

¥4,250 per share
Total issue value

¥556,750,000

Amount of funds to be raised
Total amount paid in: ¥556,750,000; estimated net proceeds: Not disclosed
発行済株式総数

0.09% (0.09% of the total number of issued shares of 153,162,162 as of 30 June 2026, and 0.09% of the total number of voting rights of 1,509,721)

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.

Categories and Number of Persons Covered
The company's directors, excluding outside directors, and executive officers. Breakdown by category of eligible persons and number of shares allocated: Not disclosed
Payment date
25 August 2026
Basis for determining the amount to be paid
The closing price of ¥4,250 on the Tokyo Stock Exchange on 6 August 2026, the business day immediately preceding the date of the Board of Directors' resolution. Discount/premium rate: Not applicable
Procedures under the Corporate Code of Conduct
The trust administrator is an independent third party unaffiliated with the Company or its officers
Impact on Business Performance
The company has determined that the number of shares disposed of and the extent of dilution resulting from this disposal of treasury shares are reasonable and that the impact on the secondary market will be limited
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with a performance-linked share compensation plan
Number of shares to be issued or disposed of131,000 shares of the company's common stock (treasury shares)
Issue price and disposal price¥4,250 per share
Total issue value¥556,750,000
Amount of funds to be raisedTotal amount paid in: ¥556,750,000; estimated net proceeds: Not disclosed
Payment date25 August 2026
Intended allotteeName Sumitomo Mitsui Trust Bank, Limited (trust account) (re-trustee: Japan Custody Bank, Ltd. (trust account)) / Number of Shares 131,000 shares
Dilution Rate0.09% (0.09% of the total number of issued shares of 153,162,162 as of 30 June 2026, and 0.09% of the total number of voting rights of 1,509,721)
Total number of issued shares153,162,162 shares (as of 30 June 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥4,250 on the Tokyo Stock Exchange on 6 August 2026, the business day immediately preceding the date of the Board of Directors' resolution. Discount/premium rate: Not applicable
Categories and Number of Persons CoveredThe company's directors, excluding outside directors, and executive officers. Breakdown by category of eligible persons and number of shares allocated: Not disclosed
Procedures under the Corporate Code of ConductThe trust administrator is an independent third party unaffiliated with the Company or its officers
Impact on Business PerformanceThe company has determined that the number of shares disposed of and the extent of dilution resulting from this disposal of treasury shares are reasonable and that the impact on the secondary market will be limited
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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.

To clarify the linkage between the compensation of eligible directors and other officers and the value of the company's shares, thereby contributing to the enhancement of corporate value over the medium to long term. The number of shares to be disposed of was also determined after taking into account the number of shares expected to be delivered to eligible directors and other officers during the trust period.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares under the Performance-Linked Share-Based Compensation Plan | Toyo Seikan Group Holdings,Ltd. (5901) timely disclosure | Komori