Notice Regarding Purchase and Cancellation of Treasury Stock through Off-Auction Tender Offer (Accelerated Share Repurchase (ASR) Method for Treasury Stock Acquisition and Cancellation)

Overview of Treasury Stock Acquisition and Cancellation

Toda Corporation plans to acquire treasury stock worth approximately 7 billion yen, totaling 4,651,100 shares, through an off-auction tender offer transaction (ToSTNeT-3) on the Tokyo Stock Exchange on March 26, 2026. The number of shares to be acquired corresponds to 1.53% of the total outstanding shares, with the acquisition price based on the closing price of 1,505 yen per share. All acquired treasury stock will be cancelled as of March 30, 2026, aiming to enhance capital efficiency and return profits to shareholders as part of its shareholder return policy.

Features of the ASR Transaction and Adjustment Mechanism

This treasury stock acquisition will be conducted through the Accelerated Share Repurchase (ASR) method, whereby Morgan Stanley MUFG Securities will borrow shares and place sell orders to ensure the acquisition equivalent to 7 billion yen even if sell orders from shareholders are insufficient. Following the acquisition, the number of shares will be adjusted based on the weighted average stock price over a certain period by issuing stock acquisition rights. These stock acquisition rights can be exercised from May 27, 2026 to October 15, 2026, and if unexercised, include provisions requiring the allottee to acquire shares for free.