TOKYO, May 25 (Pulse News Wire) – Toba,inc. (7472.T) announced today that its board of directors had approved the distribution of restricted shares as part of executive compensation.
The resolution was made through a written consent procedure pursuant to Article 370 of the Companies Act . Under the plan, TOBA will distribute ordinary shares totaling 3,457 on June 10, 2026, to five directors. The fair value per share is set at ¥3,680 based on the closing price of TOBA's ordinary shares on the Tokyo Stock Exchange on May 22, 2026, resulting in a total valuation of ¥12.7 million. No monetary payment or asset delivery will accompany the issuance of these shares. The purpose of this restricted share award program, which was introduced during a board meeting on May 11, 2021, and subsequently ratified by shareholders at the 72nd Annual General Meeting held on June 18, 2021, is to enhance long-term corporate value and promote greater alignment with shareholders' interests.
The annual limit for such awards is 10,000 shares valued up to ¥36 million, separate from existing cash-based remuneration frameworks. Each director receiving the restricted shares will enter into individual agreements stipulating that the shares cannot be transferred, pledged, or otherwise disposed of until their tenure ends. Upon completion of the restriction period, the shares will be freely tradable without further conditions. Additionally, the company reserves the right to reclaim the shares, including violations of laws, internal regulations, or the agreement itself. During the restriction period, the shares will be managed in dedicated accounts established with Nomura Securities Co., Ltd.
In cases involving significant corporate restructuring, such as mergers or spin-offs approved by either the board or general shareholder meetings, the restrictions on these shares would be lifted prior to the effective date of the reorganization.
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