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Share Issuance and Disposal6588TOSHIBA TEC CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Restricted Stock Compensation

The Company resolved to dispose of 34,651 treasury shares as restricted stock compensation and performance-linked restricted stock compensation for directors and executive officers.

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49Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
34651
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked restricted stock compensation

Who receives how much

34,651 of the Company's common shares (13,840 shares as 2026 fiscal-year restricted stock compensation and 20,811 shares as 2025 fiscal-year performance-linked restricted stock compensation)

3 executive directors of the Company6,345 shares (2026 fiscal-year restricted stock compensation), 9,839 shares (2025 fiscal-year performance-linked restricted stock compensation)
10 of the Company's executive officers who do not concurrently serve as directors7,495 shares (2026 fiscal-year restricted stock compensation)
3 of the Company's executive directors (excluding those leaving office)9,839 shares
3 of the Company's executive directors (those leaving office)2,232 shares
9 executive officers who do not concurrently serve as the Company's directors8,740 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.

¥2,869 per share
Total issue value

¥99,413,719

Amount of funds to be raised
Total payment amount: ¥99,413,719; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables of ¥99,413,719 (¥39,706,960 in 2026 fiscal-year restricted stock compensation and ¥59,706,759 in 2025 fiscal-year performance-linked restricted stock compensation)
発行済株式総数

No increase (disposal of treasury shares)

As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.

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.

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
From 28 July 2026 until immediately after the eligible recipient leaves office as either a director of the Company or an executive officer who does not concurrently serve as a director. For the performance-linked restricted stock, no transfer restriction will apply if the recipient has already left office as of the disposal date.
Conditions for lifting transfer restrictions
For the restricted stock compensation, all shares will be released from the transfer restrictions upon expiry of the transfer restriction period, subject to the recipient having continuously held an eligible position from the disposal date until the close of the first annual general meeting of shareholders held thereafter. For the performance-linked restricted stock compensation, all shares will be released from the transfer restrictions upon expiry of the transfer restriction period.
Reason for acquisition without consideration
Immediately after the transfer restriction period expires, the Company will automatically acquire without consideration any shares under this allotment that have not been released from the transfer restrictions.
Categories and Number of Persons Covered
Category Executive directors of the Company / Number of Employees 3 / Number of allocated shares 6,345 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 7,495 shares, Category The Company's executive directors (excluding those leaving office) / Number of Employees 3 / Number of allocated shares 9,839 shares, Category The Company's executive directors (those leaving office) / Number of Employees 3 / Number of allocated shares 2,232 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 8,740 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
28 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,869. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 95th Annual General Meeting of Shareholders held on 26 June 2020, approval was obtained for the maximum amount of monetary compensation receivables to be granted to eligible directors and for the total number of shares to be issued or disposed of, among other matters.
Impact on Business Performance
No specific information was provided regarding the impact of this disposal of treasury shares on the Company's performance.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked restricted stock compensation
Number of shares to be issued or disposed of34,651 of the Company's common shares (13,840 shares as 2026 fiscal-year restricted stock compensation and 20,811 shares as 2025 fiscal-year performance-linked restricted stock compensation)
Issue price and disposal price¥2,869 per share
Total issue value¥99,413,719
Amount of funds to be raisedTotal payment amount: ¥99,413,719; estimated net proceeds: Not disclosed
Payment date28 July 2026
Intended allotteeName 3 executive directors of the Company / Number of Shares 6,345 shares (2026 fiscal-year restricted stock compensation), 9,839 shares (2025 fiscal-year performance-linked restricted stock compensation), Name 10 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 7,495 shares (2026 fiscal-year restricted stock compensation), Name 3 of the Company's executive directors (excluding those leaving office) / Number of Shares 9,839 shares, Name 3 of the Company's executive directors (those leaving office) / Number of Shares 2,232 shares, Name 9 executive officers who do not concurrently serve as the Company's directors / Number of Shares 8,740 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Dilution RateAs this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,869. No discount or premium rate was stated.
Transfer restriction periodFrom 28 July 2026 until immediately after the eligible recipient leaves office as either a director of the Company or an executive officer who does not concurrently serve as a director. For the performance-linked restricted stock, no transfer restriction will apply if the recipient has already left office as of the disposal date.
Conditions for lifting transfer restrictionsFor the restricted stock compensation, all shares will be released from the transfer restrictions upon expiry of the transfer restriction period, subject to the recipient having continuously held an eligible position from the disposal date until the close of the first annual general meeting of shareholders held thereafter. For the performance-linked restricted stock compensation, all shares will be released from the transfer restrictions upon expiry of the transfer restriction period.
Reason for acquisition without considerationImmediately after the transfer restriction period expires, the Company will automatically acquire without consideration any shares under this allotment that have not been released from the transfer restrictions.
Categories and Number of Persons CoveredCategory Executive directors of the Company / Number of Employees 3 / Number of allocated shares 6,345 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 7,495 shares, Category The Company's executive directors (excluding those leaving office) / Number of Employees 3 / Number of allocated shares 9,839 shares, Category The Company's executive directors (those leaving office) / Number of Employees 3 / Number of allocated shares 2,232 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 8,740 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥99,413,719 (¥39,706,960 in 2026 fiscal-year restricted stock compensation and ¥59,706,759 in 2025 fiscal-year performance-linked restricted stock compensation)
Procedures under the Corporate Code of ConductAt the 95th Annual General Meeting of Shareholders held on 26 June 2020, approval was obtained for the maximum amount of monetary compensation receivables to be granted to eligible directors and for the total number of shares to be issued or disposed of, among other matters.
Impact on Business PerformanceNo specific information was provided regarding the impact of this disposal of treasury shares on the Company's performance.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 align the interests of the eligible directors and other recipients with those of shareholders and provide an incentive to improve performance over the medium to long term. The purpose is also to further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Restricted Stock Compensation | TOSHIBA TEC CORPORATION (6588) timely disclosure | Komori