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Share Issuance and Disposal5973TOAMI CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,600 treasury shares as restricted stock compensation for 3 directors and 5 executive officers. The shares will be subject to a 20-year transfer restriction and may not be transferred until the restriction period expires, except in certain cases such as retirement or resignation.

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Neutral
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Scale
13600
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数13,600Shares

13,600 treasury common shares

Intended allottee
Name 3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares Not disclosed, Name 5 executive officers / Number of Shares Not disclosed
¥609 per share
Total issue value

¥8,282,400

Amount of funds to be raised
Total payment amount: ¥8,282,400; estimated net proceeds: not stated
Total Stock-Based Compensation
Total monetary compensation claims: ¥8,282,400. Annual monetary compensation for the eligible directors is capped at ¥20 million.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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
23 July 2026 to 22 July 2046 (20 years)
Conditions for lifting transfer restrictions
The transfer restriction will be lifted upon expiry of the restriction period, provided that the recipient has continuously held the position of director or executive officer of the Company throughout the restriction period. In the event of retirement or resignation upon expiry of the term of office, reaching mandatory retirement age, or for another legitimate reason, the restriction will be lifted for the number of shares corresponding to the prescribed period of service. In the event of retirement or resignation due to death, the restriction will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted at the expiry of the transfer restriction period or when the restriction is lifted following retirement, resignation, or another applicable event.
Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd. (management of dedicated accounts)
Categories and Number of Persons Covered
3 directors and 5 executive officers. Total: 13,600 shares. The number of shares allocated by category is Not disclosed.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 23 July 2026 to 22 July 2046.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, ¥609. No discount or premium.
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 of13,600 treasury common shares
Issue price and disposal price¥609 per share
Total issue value¥8,282,400
Amount of funds to be raisedTotal payment amount: ¥8,282,400; estimated net proceeds: not stated
Payment date23 July 2026
Intended allotteeName 3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares Not disclosed, Name 5 executive officers / Number of Shares Not disclosed
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 23 July 2026 to 22 July 2046.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, ¥609. No discount or premium.
Transfer restriction period23 July 2026 to 22 July 2046 (20 years)
Conditions for lifting transfer restrictionsThe transfer restriction will be lifted upon expiry of the restriction period, provided that the recipient has continuously held the position of director or executive officer of the Company throughout the restriction period. In the event of retirement or resignation upon expiry of the term of office, reaching mandatory retirement age, or for another legitimate reason, the restriction will be lifted for the number of shares corresponding to the prescribed period of service. In the event of retirement or resignation due to death, the restriction will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted at the expiry of the transfer restriction period or when the restriction is lifted following retirement, resignation, or another applicable event.
Categories and Number of Persons Covered3 directors and 5 executive officers. Total: 13,600 shares. The number of shares allocated by category is Not disclosed.
Total Stock-Based CompensationTotal monetary compensation claims: ¥8,282,400. Annual monetary compensation for the eligible directors is capped at ¥20 million.
Underwriter / lead underwriterNomura Securities Co., Ltd. (management of dedicated accounts)
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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 provide a medium- to long-term incentive, share value with shareholders, and achieve sustained growth in corporate value. In this disposal, the Company aims to further enhance motivation by taking into account the purpose of the system, the Company's performance, and the scope of each recipient's responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOAMI CORPORATION (5973) timely disclosure | Komori