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Share Issuance and Disposal5956TOSO CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 15,866 treasury shares as restricted stock compensation for its directors and executive officers. The recipients comprise 3 directors and 1 executive officer.

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15866
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much15,866Shares

15,866 treasury shares

3 directors of the Company (excluding directors who are Audit and Supervisory Committee members)13,552 shares
1 of the Company's executive officers2,314 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.

¥605 per share
Total issue value

¥9,598,930

Amount of funds to be raised
Total payment amount: ¥9,598,930; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥9,598,930. The total amount of monetary compensation receivables granted to the eligible directors is limited to ¥150,000 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.

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
30 years (30 July 2026–29 July 2056)
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in the position of director of the Company, or, in the case of an executive officer, in either the position of director or executive officer of the Company, through the date of the first annual general meeting of shareholders held after the start date of this transfer restriction period, all of the allocated shares held at the end of the period will be released from the transfer restrictions. If the recipient leaves the position for a justifiable reason, part of the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient leaves the position before the date of the first annual general meeting of shareholders, except where the Board of Directors recognizes a justifiable reason. Also, if any shares remain subject to transfer restrictions at the end of the period. In the event of a reorganization or similar transaction, any shares that remain subject to transfer restrictions will be acquired without consideration.
Categories and Number of Persons Covered
3 directors of the Company: 13,552 shares; 1 executive officer of the Company: 2,314 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer the shares to third parties, create a pledge or security interest by way of transfer, make a gift during their lifetime, bequeath the shares or otherwise dispose of them. The transfer restriction period runs from 30 July 2026 through 29 July 2056.
Payment date
30 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 13 July 2026 was ¥605. The discount rate and premium rate were 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 of15,866 treasury shares
Issue price and disposal price¥605 per share
Total issue value¥9,598,930
Amount of funds to be raisedTotal payment amount: ¥9,598,930; estimated net proceeds: Not disclosed
Payment date30 July 2026
Intended allotteeName 3 directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 13,552 shares, Name 1 of the Company's executive officers / Number of Shares 2,314 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer the shares to third parties, create a pledge or security interest by way of transfer, make a gift during their lifetime, bequeath the shares or otherwise dispose of them. The transfer restriction period runs from 30 July 2026 through 29 July 2056.
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 13 July 2026 was ¥605. The discount rate and premium rate were Not disclosed.
Transfer restriction period30 years (30 July 2026–29 July 2056)
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in the position of director of the Company, or, in the case of an executive officer, in either the position of director or executive officer of the Company, through the date of the first annual general meeting of shareholders held after the start date of this transfer restriction period, all of the allocated shares held at the end of the period will be released from the transfer restrictions. If the recipient leaves the position for a justifiable reason, part of the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient leaves the position before the date of the first annual general meeting of shareholders, except where the Board of Directors recognizes a justifiable reason. Also, if any shares remain subject to transfer restrictions at the end of the period. In the event of a reorganization or similar transaction, any shares that remain subject to transfer restrictions will be acquired without consideration.
Categories and Number of Persons Covered3 directors of the Company: 13,552 shares; 1 executive officer of the Company: 2,314 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥9,598,930. The total amount of monetary compensation receivables granted to the eligible directors is limited to ¥150,000 thousand per year.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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.

To enable the eligible recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOSO CO.,LTD. (5956) timely disclosure | Komori