Toenec approves restricted stock incentives for employee ownership plan

Toenec Corporation announced today that its board of directors resolved to dispose of 663,800 treasury shares as restricted stock, valued at 1,855 yen per share, totaling 1,231,349,000 yen. This disposition, effective April 2, 2026, is part of a new restricted stock incentive plan for the Toenec Employee Stock Ownership Plan. The shares will be allocated to employees who contribute special incentive cash claims to the employee stock ownership plan.

The number of shares and total value are based on a maximum of 5,386 eligible employees across Toenec and its subsidiaries. The actual number will be finalized based on employee consent and their respective positions, with allocations of either 200 or 100 shares per employee. The disposition represents a dilution of 0.69% relative to the 96,649,950 shares outstanding as of September 30, 2025.

The shares will be subject to a restricted period from April 2, 2026, to March 31, 2029, with restrictions lifting upon continued membership in the employee stock ownership plan. The valuation of 1,855 yen per share is based on the closing price on November 25, 2025, the business day prior to the board resolution, ensuring a reasonable and non-preferential price.