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

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company has decided to dispose of up to 65,580 treasury shares to grant restricted stock to eligible managerial employees through the employee stock ownership association. The actual number of shares to be disposed of and the total disposal amount will be determined at a later date based on the number of employees consenting to participate in the plan and other factors.

Worth reading
45Recurring
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Direction
Neutral
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Scale
65580
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)

Who receives how much65,580Shares

Up to 65,580 shares of the Company's common stock (the actual number of shares will be determined based on the number of eligible employees consenting to participate and other factors)

桜和投資会: up to 65,580 shares

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

¥1,213.5 per share
Total issue value

¥79,581,330 (maximum)

Amount of funds to be raised
Total payment amount: ¥79,581,330 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
The amount of monetary receivables to be paid as a special incentive payment is equivalent to a maximum of ¥79,581,330
発行済株式総数

0.02% of total shares issued and 0.02% of total voting rights (based on the maximum number of shares)

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 30 October 2026 to 31 October 2030
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has continuously remained a member of the employee stock ownership association throughout the transfer restriction period. The restrictions will also be lifted when an employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, upon deciding to become a non-resident, or in certain other cases, including a corporate reorganization.
Reason for acquisition without consideration
If an eligible employee commits an act in violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set forth in the restricted stock allotment agreement. The Company may also acquire without consideration any shares for which the transfer restrictions remain in place upon expiration of the transfer restriction period or at certain other points when the restrictions are lifted.
Stock Split RatioA stock split was carried out, effective 1 April 2026, at a ratio of 4 shares of common stock for every 1 share.
Categories and Number of Persons Covered
Up to 402 managerial employees of the Company. Managerial Level III: up to 47 employees, 240 shares; Managerial Level II: up to 195 employees, 180 shares; Managerial Level I: up to 160 employees, 120 shares.
Payment date
30 October 2026
Basis for determining the amount to be paid
The closing price of ¥1,213.5 on the Prime Market of the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 0.12% for one month, -1.58% for three months, and -4.60% for six months.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 5 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful.
Impact on Business Performance
The Company expects the transaction to contribute to an increase in its corporate value. The specific monetary impact on financial results is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Number of shares to be issued or disposed ofUp to 65,580 shares of the Company's common stock (the actual number of shares will be determined based on the number of eligible employees consenting to participate and other factors)
Issue price and disposal price¥1,213.5 per share
Total issue value¥79,581,330 (maximum)
Amount of funds to be raisedTotal payment amount: ¥79,581,330 (maximum); estimated net proceeds: Not disclosed
Payment date30 October 2026
Intended allottee桜和投資会: up to 65,580 shares
Dilution Rate0.02% of total shares issued and 0.02% of total voting rights (based on the maximum number of shares)
Total number of issued shares366,267,140 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥1,213.5 on the Prime Market of the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 0.12% for one month, -1.58% for three months, and -4.60% for six months.
Transfer restriction periodFrom 30 October 2026 to 31 October 2030
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has continuously remained a member of the employee stock ownership association throughout the transfer restriction period. The restrictions will also be lifted when an employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, upon deciding to become a non-resident, or in certain other cases, including a corporate reorganization.
Reason for acquisition without considerationIf an eligible employee commits an act in violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set forth in the restricted stock allotment agreement. The Company may also acquire without consideration any shares for which the transfer restrictions remain in place upon expiration of the transfer restriction period or at certain other points when the restrictions are lifted.
Categories and Number of Persons CoveredUp to 402 managerial employees of the Company. Managerial Level III: up to 47 employees, 240 shares; Managerial Level II: up to 195 employees, 180 shares; Managerial Level I: up to 160 employees, 120 shares.
Total Stock-Based CompensationThe amount of monetary receivables to be paid as a special incentive payment is equivalent to a maximum of ¥79,581,330
Stock Split RatioA stock split was carried out, effective 1 April 2026, at a ratio of 4 shares of common stock for every 1 share.
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 5 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful.
Impact on Business PerformanceThe Company expects the transaction to contribute to an increase in its corporate value. The specific monetary impact on financial results is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 support the asset formation of eligible employees, provide them with incentives to contribute to the sustainable enhancement of the Company's corporate value, and promote the sharing of value between eligible employees and shareholders.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | TOHO GAS CO.,LTD. (9533) timely disclosure | Komori