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Share Issuance and Disposal8841TOC Co.,Ltd.Real estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,300 treasury shares as restricted stock compensation for 6 directors. The disposal price is ¥972 per share, and the transfer restriction period will be 30 years.

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12927600
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,300Shares

13,300 common shares (treasury shares)

6 directors (excluding outside directors)13,300 shares

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

¥972 per share
Total issue value

¥12,927,600

Amount of funds to be raised
Total payment amount: ¥12,927,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥12,927,600. Under the system, monetary compensation claims are capped at ¥50 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
30 years (24 July 2026 to 23 July 2056)
Conditions for lifting transfer restrictions
In principle, all transfer restrictions will be lifted upon expiry of the period, provided that the eligible director has continuously held the position of director of the Company throughout the transfer restriction period. If the director leaves office upon expiry of the term or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service. In the event of retirement due to death, the restrictions will be lifted at a time separately determined by the Board of Directors. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted for the number of shares corresponding to the period of service and other applicable factors.
Reason for acquisition without consideration
For any of the allocated shares whose transfer restrictions are not lifted, the Company will automatically acquire the shares for no consideration immediately after the point at which it is determined that the transfer restrictions will not be lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire for no consideration any allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 directors (excluding outside directors), 13,300 shares
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 24 July 2026 to 23 July 2056.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of ¥972 on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium applies.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is Not disclosed
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 of13,300 common shares (treasury shares)
Issue price and disposal price¥972 per share
Total issue value¥12,927,600
Amount of funds to be raisedTotal payment amount: ¥12,927,600; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 6 directors (excluding outside directors) / Number of Shares 13,300 shares
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 24 July 2026 to 23 July 2056.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of ¥972 on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium applies.
Transfer restriction period30 years (24 July 2026 to 23 July 2056)
Conditions for lifting transfer restrictionsIn principle, all transfer restrictions will be lifted upon expiry of the period, provided that the eligible director has continuously held the position of director of the Company throughout the transfer restriction period. If the director leaves office upon expiry of the term or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service. In the event of retirement due to death, the restrictions will be lifted at a time separately determined by the Board of Directors. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted for the number of shares corresponding to the period of service and other applicable factors.
Reason for acquisition without considerationFor any of the allocated shares whose transfer restrictions are not lifted, the Company will automatically acquire the shares for no consideration immediately after the point at which it is determined that the transfer restrictions will not be lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire for no consideration any allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 directors (excluding outside directors), 13,300 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥12,927,600. Under the system, monetary compensation claims are capped at ¥50 million per year.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide incentives for the sustained enhancement of corporate value and promote value sharing with shareholders. The Company also took into account its performance, the scope of responsibilities of each eligible director, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOC Co.,Ltd. (8841) timely disclosure | Komori