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Share Issuance and Disposal9533TOHO GAS CO.,LTD.Electricity and gas

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 84,890 treasury shares as restricted stock compensation for its directors and executive officers. The recipients are 6 directors and 13 executive officers.

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Neutral
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84890
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much84,890Shares

84,890 treasury shares

Directors of the Company (excluding outside directors)6 / 41,040 shares
Executive officers of the Company, excluding those concurrently serving as directors13 / 43,850 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.

¥1,213.5 per share
Total issue value

¥103,014,015

Total Stock-Based Compensation
Total monetary compensation receivables of ¥103,014,015. The total amount of monetary compensation receivables for eligible directors is capped at ¥100 million per year, and the total number of restricted shares is capped at 80,000 shares per year.
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 24 August 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient remains a director or executive officer of the Company through the date of the first annual general meeting of shareholders of the Company held after the commencement date of the transfer restriction period (or, for executive officers, the last day of the first fiscal year to end after that date), all of the allocated shares held by the recipient will be released from the transfer restrictions upon expiry of the period. In the event of early retirement for a valid reason, the restrictions will be lifted in part according to the number of months in office. In the event of a corporate reorganization or other similar event, the restrictions will also be lifted in part according to the prescribed formula.
Reason for acquisition without consideration
If the recipient ceases to hold both the position of director and the position of executive officer before the prescribed date, except where the Board of Directors recognizes a valid reason; if any shares remain subject to transfer restrictions at the end of the period; or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 41,040 shares, Category Executive officers of the Company, excluding those concurrently serving as directors / Number of Employees 13 / Number of allocated shares 43,850 shares
Intended allottee's holding policy
The allocated shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
24 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,213.5. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Approval for this scheme and the compensation framework was obtained at the 150th Annual General Meeting of Shareholders held on 28 June 2021 and the 155th Annual General Meeting of Shareholders held on 25 June 2026.
Impact on Business Performance
No impact of this matter on business performance is stated.
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 of84,890 treasury shares
Issue price and disposal price¥1,213.5 per share
Total issue value¥103,014,015
Payment date24 August 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of Shares 41,040 shares, Name Executive officers of the Company, excluding those concurrently serving as directors / Number of Employees 13 / Number of Shares 43,850 shares
Intended allottee's holding policyThe allocated shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,213.5. No discount or premium applies.
Transfer restriction periodFrom 24 August 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient remains a director or executive officer of the Company through the date of the first annual general meeting of shareholders of the Company held after the commencement date of the transfer restriction period (or, for executive officers, the last day of the first fiscal year to end after that date), all of the allocated shares held by the recipient will be released from the transfer restrictions upon expiry of the period. In the event of early retirement for a valid reason, the restrictions will be lifted in part according to the number of months in office. In the event of a corporate reorganization or other similar event, the restrictions will also be lifted in part according to the prescribed formula.
Reason for acquisition without considerationIf the recipient ceases to hold both the position of director and the position of executive officer before the prescribed date, except where the Board of Directors recognizes a valid reason; if any shares remain subject to transfer restrictions at the end of the period; or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 41,040 shares, Category Executive officers of the Company, excluding those concurrently serving as directors / Number of Employees 13 / Number of allocated shares 43,850 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥103,014,015. The total amount of monetary compensation receivables for eligible directors is capped at ¥100 million per year, and the total number of restricted shares is capped at 80,000 shares per year.
Procedures under the Corporate Code of ConductApproval for this scheme and the compensation framework was obtained at the 150th Annual General Meeting of Shareholders held on 28 June 2021 and the 155th Annual General Meeting of Shareholders held on 25 June 2026.
Impact on Business PerformanceNo impact of this matter on business performance is stated.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 promote the sharing of value with shareholders and increase recipients’ motivation to contribute to the enhancement of corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOHO GAS CO.,LTD. (9533) timely disclosure | Komori