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Share Issuance and Disposal9686TOYO TEC CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 26,000 treasury shares as restricted stock compensation to 18 directors and executive officers. The total disposal price is ¥41,054,000, and the shares may not be transferred for up to 30 years.

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Scale
26000
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much26,000Shares

26,000 common shares (treasury shares)

4 directors (excluding outside directors)15,400 shares
14 executive officers who do not concurrently serve as directors10,600 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.

¥1,579 per share
Total issue value

¥41,054,000

Amount of funds to be raised
Total payment amount: ¥41,054,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥41,054,000
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
16 July 2026 to 15 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions during the restricted transfer period: director, executive officer, audit & supervisory board member, executive officer who does not concurrently serve as a director, employee, adviser, counselor or another equivalent position of the Company or one of its subsidiaries, all transfer restrictions on the allocated shares will be lifted upon expiration of the restricted transfer period. In the event of retirement or resignation due to expiration of the term of office, reaching the mandatory retirement age or another valid reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will acquire without consideration all shares for which the transfer restrictions are not lifted upon expiration of the restricted transfer period or upon the lifting of the transfer restrictions, as well as all shares held by recipients who retire or leave employment for reasons other than a valid reason.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 15,400 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of allocated shares 10,600 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
16 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 16 June 2026, which was ¥1,579. The discount rate and premium rate are 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 of26,000 common shares (treasury shares)
Issue price and disposal price¥1,579 per share
Total issue value¥41,054,000
Amount of funds to be raisedTotal payment amount: ¥41,054,000; estimated net proceeds: Not disclosed
Payment date16 July 2026
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 15,400 shares, Name 14 executive officers who do not concurrently serve as directors / Number of Shares 10,600 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 16 June 2026, which was ¥1,579. The discount rate and premium rate are Not disclosed.
Transfer restriction period16 July 2026 to 15 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions during the restricted transfer period: director, executive officer, audit & supervisory board member, executive officer who does not concurrently serve as a director, employee, adviser, counselor or another equivalent position of the Company or one of its subsidiaries, all transfer restrictions on the allocated shares will be lifted upon expiration of the restricted transfer period. In the event of retirement or resignation due to expiration of the term of office, reaching the mandatory retirement age or another valid reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will acquire without consideration all shares for which the transfer restrictions are not lifted upon expiration of the restricted transfer period or upon the lifting of the transfer restrictions, as well as all shares held by recipients who retire or leave employment for reasons other than a valid reason.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 15,400 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of allocated shares 10,600 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥41,054,000
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

This was based on the restricted stock compensation plan, which is intended to provide medium- to long-term incentives and align recipients with shareholder value, taking into consideration the purpose of the plan, the Company's business conditions, the scope of the recipients' responsibilities and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOYO TEC CO.,LTD. (9686) timely disclosure | Komori