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Share Issuance and Disposal9602TOHO CO.,LTDInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers

The Company resolved to dispose of 73,756 treasury shares as restricted stock compensation for 4 directors and 14 executive officers. The total disposal value is ¥90,277,344.

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73756
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much73,756Shares

73,756 shares of the Company's common stock (treasury shares)

4 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and non-executive directors40,912 shares
14 of the Company's executive officers32,844 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.

¥1,224 per share
Total issue value

¥90,277,344

Amount of funds to be raised
Total amount payable: ¥90,277,344; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥90,277,344
発行済株式総数

0.009%

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 26 June 2026 until the date on which the holder ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
The holder must continuously hold the position of director or executive officer of the Company from the date of the annual general meeting of shareholders immediately preceding the payment date through the conclusion of the annual general meeting of shareholders held in the following year. If the holder ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without consideration
At the end of the restricted transfer period, the Company will acquire without consideration any of these shares for which the restrictions have not been lifted.
Stock Split Ratio5 shares for each 1 share; effective date: 1 March 2026
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors) / Number of Employees 4 / Number of allocated shares 40,912 shares, Category The Company's executive officers / Number of Employees 14 / Number of allocated shares 32,844 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted transfer period runs from 26 June 2026 until the date on which the holder ceases to hold either the position of director or executive officer of the Company.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,224. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the 131st Annual General Meeting of Shareholders held on 28 May 2020, approval was obtained to grant compensation under this plan to eligible directors.
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 of73,756 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,224 per share
Total issue value¥90,277,344
Amount of funds to be raisedTotal amount payable: ¥90,277,344; estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeName 4 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and non-executive directors / Number of Shares 40,912 shares, Name 14 of the Company's executive officers / Number of Shares 32,844 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted transfer period runs from 26 June 2026 until the date on which the holder ceases to hold either the position of director or executive officer of the Company.
Dilution Rate0.009%
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,224. No discount or premium rate was disclosed.
Transfer restriction periodFrom 26 June 2026 until the date on which the holder ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsThe holder must continuously hold the position of director or executive officer of the Company from the date of the annual general meeting of shareholders immediately preceding the payment date through the conclusion of the annual general meeting of shareholders held in the following year. If the holder ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without considerationAt the end of the restricted transfer period, the Company will acquire without consideration any of these shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and non-executive directors) / Number of Employees 4 / Number of allocated shares 40,912 shares, Category The Company's executive officers / Number of Employees 14 / Number of allocated shares 32,844 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥90,277,344
Stock Split Ratio5 shares for each 1 share; effective date: 1 March 2026
Procedures under the Corporate Code of ConductAt the 131st Annual General Meeting of Shareholders held on 28 May 2020, approval was obtained to grant compensation under this plan to eligible directors.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 corporate value and shareholder value over the medium to long term and promote value sharing with shareholders. The Company also took into consideration the scope of responsibility of each allottee and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | TOHO CO.,LTD (9602) timely disclosure | Komori