Notice Regarding the Determination of Terms and Conditions for the Issuance of the First Series Stock Acquisition Rights by Third-Party Allotment for Share Buyback through Accelerated Share Repurchase (ASR)

Overview of Capital Policy

Based on the board resolution dated March 25, 2026, Toda Corporation has determined the terms and conditions for the issuance of the first series stock acquisition rights by third-party allotment for share buyback through Accelerated Share Repurchase (ASR). The maximum number of potential shares is set at 4,651,100, and the reference amount is established at JPY 6,999,905,500. The number of shares to be delivered upon exercise of the issued stock acquisition rights will be calculated by deducting the number obtained by dividing the reference amount by the average share price from the reference number of shares. The average share price is defined as the Volume Weighted Average Price (VWAP) on the Tokyo Stock Exchange during a certain period after March 27, 2026, multiplied by 101.4%, plus an adjustment amount for dividends.

Impact on Shareholders and Future Outlook

The issuance of these stock acquisition rights may increase the number of potential shares, presenting a dilution risk for shareholders. The terms incorporate an adjustment for dividend amounts to align with shareholders' dividend entitlements. For detailed information on purchase results and cancellations, please refer to the press release dated March 25, 2026, titled "Notice Regarding the Purchase and Cancellation of Treasury Stock by Off-Market Share Buyback Transaction (Share Buyback and Cancellation via Accelerated Share Repurchase (ASR))."