Toda CorporationTSE: 1860

Notice Concerning Decision on Matters Relating to Acquisition of Own Shares

· Issued by Toda Corporation

Note: This document is a translation of the original Japanese version and provided for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.



February 13, 2026

Company: TODA CORPORATION

Representative: Seisuke Otani, President and Representative Director (Securities Code: 1860 TSE Prime Market)

Contact: Yoshiyuki Shiba, General Manager, Planning & IR Div. (Phone: 03-3535-1357)

Notice Concerning Decision on Matters Relating to Acquisition of Own Shares

(Acquisition of Own Shares in accordance with the Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act)

TODA CORPORATION ("the Company") hereby announces that, at the Board of Directors meeting held on February 13, 2026, the Company resolved the matters relating to acquisition of its own shares in accordance with Article 156 of the Companies Act, applied by replacing terms pursuant to the provisions of Article 165, paragraph 3 of said Act, as follows.

  1. Reason for Acquisition of Own Shares

    The Company considers its shareholder return policy to be one of its most important management priorities. Under the "Medium-Term Management Plan 2027," the Company has established a shareholder return policy of "maintaining a dividend on equity (DOE) of 3.5% or higher and targeting a total payout ratio of approximately 70%." In line with this policy, and with the aim of further enhancing returns to shareholders and improving capital efficiency, the Company intends to repurchase its own shares as outlined below.

  2. Details of Matters Relating to the Acquisition

(1)

Type of shares to be acquired:

The Company's common stock

(2)

Total number of shares to be acquired:

7,000,000 shares (upper limit)

(Equivalent to 2.30% of the total number of shares issued, excluding own shares)

(3)

Total amount of acquisition:

7,000,000,000 yen (upper limit)

(4)

Acquisition period:

February 16, 2026 through March 31, 2026

(5)

Acquisition method:

Market purchases on the Tokyo Stock Exchange

(6)

Other

All shares of treasury stock to be acquired through this

transaction are scheduled to be cancelled in full pursuant to a resolution of the Board of Directors in accordance with Article 178 of the Companies Act.

(Reference)

Status of holdings of own shares as of December 31, 2025

Total number of shares issued, excluding own shares:

303,839,328 shares

Number of own shares:

18,817,468 shares

End

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