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Share Issuance and Disposal5975Topre CorporationConstruction and Materials

Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation

The Company resolved to dispose of 305,967 treasury shares it holds to the executive compensation BIP trust account in connection with the continuation of its performance-linked stock compensation plan for officers. The disposal price is ¥2,433 per share, for a total disposal value of approximately ¥744 million.

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Details of issuance or disposal

Disposal of treasury shares as stock compensation

発行・処分する株式数305,967Shares

305,967 common shares (treasury shares)

Intended allottee
The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)
¥2,433 per share
Total issue value

¥744,417,711

発行済株式総数

0.57% of the total number of shares issued and 0.62% of the total number of voting rights as of 31 March 2026

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
Directors of the Company and eligible subsidiaries (excluding outside directors and directors residing overseas), and executive officers (excluding those residing overseas). The breakdown by category of the number of eligible persons and shares allocated is Not disclosed.
Intended allottee's holding policy
The shares will be delivered to directors and other officers in accordance with the share delivery rules. The disposal shares are not expected to be released onto the stock market all at once.
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 13 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,433. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Because the dilution rate 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 under Article 432 of the Tokyo Stock Exchange's Rules on Listing of Securities are not required. The 3 audit & supervisory board members expressed the opinion that the disposal price is reasonable and does not constitute a particularly favourable disposal price.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as stock compensation
Number of shares to be issued or disposed of305,967 common shares (treasury shares)
Issue price and disposal price¥2,433 per share
Total issue value¥744,417,711
Intended allotteeThe Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)
Intended allottee's holding policyThe shares will be delivered to directors and other officers in accordance with the share delivery rules. The disposal shares are not expected to be released onto the stock market all at once.
Dilution Rate0.57% of the total number of shares issued and 0.62% of the total number of voting rights as of 31 March 2026
Total number of issued shares54,021,824 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 13 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,433. No discount or premium applies.
Categories and Number of Persons CoveredDirectors of the Company and eligible subsidiaries (excluding outside directors and directors residing overseas), and executive officers (excluding those residing overseas). The breakdown by category of the number of eligible persons and shares allocated is Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate 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 under Article 432 of the Tokyo Stock Exchange's Rules on Listing of Securities are not required. The 3 audit & supervisory board members expressed the opinion that the disposal price is reasonable and does not constitute a particularly favourable disposal price.
Items this document does not state (17)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateExercise 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 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 clarify the linkage between the compensation of directors and other officers, the Company's performance and its share value, enable directors and other officers to share value with shareholders, and encourage them to contribute to improving performance and increasing corporate value over the medium to long term. The treasury shares will also be disposed of to the executive compensation BIP trust account in connection with the extension of the BIP trust period.

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Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation | Topre Corporation (5975) timely disclosure | Komori