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Share Issuance and Disposal6505TOYO DENKI SEIZO K.K.(TOYO ELECTRIC MFG.CO.,LTD.)Electrical Equipment and Precision Instruments

Notice Regarding the Determination of Disposal Price and Other Terms for the Disposal of Treasury Shares by Third-Party Allotment

Regarding the disposal of treasury shares to East Japan Railway Company resolved on 15 July 2026, the disposal price has been finalized at ¥2,419 per share, for a total disposal amount of ¥1,398,182,000.

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Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much578,000Shares

578,000 common shares (treasury shares)

East Japan Railway Company (578,000 shares)

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

¥2,419 per share
Total issue value

¥1,398,182,000

Amount of funds to be raised
Total amount paid in: ¥1,398,182,000; estimated net proceeds: ¥1,391,582,000
Estimated issuance expenses
Estimated issuance expenses: ¥6,600,000
Specific use of funds
R&D InvestmentAmount ¥1,391 million / Scheduled timing of expenditures August 2026 to May 2030
Payment date
6 August 2026
Basis for determining the amount to be paid
The higher of the Tokyo Stock Exchange closing price of ¥2,013 on 14 July 2026 and the Tokyo Stock Exchange closing price of ¥2,419 on the trading day immediately preceding the date on which the terms were determined. The discount/premium rate is not stated.
Procedures under the Corporate Code of Conduct
The Company obtained opinions from all 4 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, that the disposal price does not constitute an amount particularly favorable to the planned allottee and is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed of578,000 common shares (treasury shares)
Issue price and disposal price¥2,419 per share
Total issue value¥1,398,182,000
Amount of funds to be raisedTotal amount paid in: ¥1,398,182,000; estimated net proceeds: ¥1,391,582,000
Estimated issuance expensesEstimated issuance expenses: ¥6,600,000
Specific use of fundsDetails R&D Investment / Amount ¥1,391 million / Scheduled timing of expenditures August 2026 to May 2030
Payment date6 August 2026
Intended allotteeEast Japan Railway Company (578,000 shares)
Basis for determining the amount to be paidThe higher of the Tokyo Stock Exchange closing price of ¥2,013 on 14 July 2026 and the Tokyo Stock Exchange closing price of ¥2,419 on the trading day immediately preceding the date on which the terms were determined. The discount/premium rate is not stated.
Procedures under the Corporate Code of ConductThe Company obtained opinions from all 4 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, that the disposal price does not constitute an amount particularly favorable to the planned allottee and is lawful.
Items this document does not state (17)
Intended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal 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.

The Company determined that its recent share price appropriately reflects its objective corporate value at present. The Company also determined that this is a reasonable method that takes existing shareholders' interests into consideration and that the amount is not particularly favorable to the planned allottee.

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Notice Regarding the Determination of Disposal Price and Other Terms for the Disposal of Treasury Shares by Third-Party Allotment | TOYO DENKI SEIZO K.K.(TOYO ELECTRIC MFG.CO.,LTD.) (6505) timely disclosure | Komori