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Share Issuance and Disposal7472TOBA,INC.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,457 treasury shares as restricted stock compensation to 5 directors. The allocation date is 10 June 2026, and no cash payment is required.

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3457
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,457Shares

3,457 common shares of the Company (disposal of treasury shares)

5 directors (excluding outside directors): 3,457 shares

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

¥3,680 per share (fair value per share; however, no cash payment or contribution of property is required)
Total issue value

¥12,721,760

Amount of funds to be raised
Total amount of payments: Not disclosed; estimated net proceeds: Not disclosed (no cash payment or contribution of property is required in connection with this disposal of treasury shares)
Total Stock-Based Compensation
Up to ¥36 million per year (the compensation limit under the plan). Total for this allocation: ¥12,721,760
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 10 June 2026 (the allocation date) until the date on which the holder ceases to be a director of the Company
Conditions for lifting transfer restrictions
Upon expiration of the transfer restriction period, the transfer restrictions will be lifted for all of the shares allocated under this plan. In the event of a reorganization or similar transaction, the transfer restrictions will be lifted in full by resolution of the Board of Directors immediately before the business day preceding the effective date of the reorganization or similar transaction.
Reason for acquisition without consideration
If the holder violates any law, internal rule, or the allocation agreement, or otherwise falls under any circumstance prescribed by the Board of Directors as warranting the Company's acquisition of the allocated shares without consideration.
Categories and Number of Persons Covered
5 directors (excluding outside directors): 3,457 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 10 June 2026 until the date on which the holder ceases to be a director of the Company.
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 May 2026, ¥3,680. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 72nd Annual General Meeting of Shareholders held on 18 June 2021, approval was obtained for the establishment of this plan and the grant of restricted stock.
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 of3,457 common shares of the Company (disposal of treasury shares)
Issue price and disposal price¥3,680 per share (fair value per share; however, no cash payment or contribution of property is required)
Total issue value¥12,721,760
Amount of funds to be raisedTotal amount of payments: Not disclosed; estimated net proceeds: Not disclosed (no cash payment or contribution of property is required in connection with this disposal of treasury shares)
Intended allottee5 directors (excluding outside directors): 3,457 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 10 June 2026 until the date on which the holder ceases to be a director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 May 2026, ¥3,680. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 10 June 2026 (the allocation date) until the date on which the holder ceases to be a director of the Company
Conditions for lifting transfer restrictionsUpon expiration of the transfer restriction period, the transfer restrictions will be lifted for all of the shares allocated under this plan. In the event of a reorganization or similar transaction, the transfer restrictions will be lifted in full by resolution of the Board of Directors immediately before the business day preceding the effective date of the reorganization or similar transaction.
Reason for acquisition without considerationIf the holder violates any law, internal rule, or the allocation agreement, or otherwise falls under any circumstance prescribed by the Board of Directors as warranting the Company's acquisition of the allocated shares without consideration.
Categories and Number of Persons Covered5 directors (excluding outside directors): 3,457 shares
Total Stock-Based CompensationUp to ¥36 million per year (the compensation limit under the plan). Total for this allocation: ¥12,721,760
Procedures under the Corporate Code of ConductAt the 72nd Annual General Meeting of Shareholders held on 18 June 2021, approval was obtained for the establishment of this plan and the grant of restricted stock.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 provide an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders. In determining this allocation, the Company considered the purpose of the plan, the scope of the responsibilities of each eligible director, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOBA,INC. (7472) timely disclosure | Komori