Toda CorporationTSE: 1860

Notice Concerning Determination of Issuance Terms of the 1st Stock Acquisition Rights by Third-Party Allotment for ASR

· 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.



March 26, 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 Determination of Issuance Terms of the 1st Stock Acquisition Rights by Third-Party Allotment for ASR

The Company hereby announces that, based on the results of the acquisition of its own shares conducted today through Off-Auction Own Share Repurchase Trading (ToSTNeT-3) on the Tokyo Stock Exchange (the "TSE"), the issuance terms of the 1st Stock Acquisition Rights by third-party allotment, as resolved at the Board of Directors meeting held on March 25, 2026, have been finalized. For further details, please refer to the Company's press release dated March 25, 2026, titled "Notice Concerning Acquisition of Own Shares through Off-Auction Own Share Repurchase Trading (Accelerated Share Repurchase) and Cancellation."

1. Overview of Finalized Terms of Issuance

(1)

Number of shares underlying the issuance:

Number of shares underlying the Stock Acquisition Rights: 4,651,100 shares (upper limit) *

* The upper limit represents the number of shares calculated under

the assumption that the Reference Amount ÷ Average Share Price in item (2) below is zero.

(2)

Method for calculating the number of shares delivered upon exercise:

Number of shares delivered = (i) Reference Number of Shares − (ii)

Reference Amount ÷ (iii) Average Share Price

  1. "Reference Number of Shares" means 4,651,100 shares.

  2. "Reference Amount" means 6,999,905,500 yen.

  3. "Average Share Price" means the value obtained by adding (a) and (b) below (calculated to the fifth decimal place, with the fifth decimal place rounded):

  1. The arithmetic average of the volume-weighted average price (VWAP) of the Company's common stock on the TSE for each trading day during the period from March 27, 2026 (inclusive) to the trading day immediately preceding the effective date of the exercise request for the Stock Acquisition Rights (the "Exercise Request Date") (inclusive), excluding trading days designated as Market Disruption Events under the terms of issuance, multiplied by 101.4%.

  2. With respect to each dividend whose record date falls on any day during the period from March 27, 2026 (inclusive) to the trading day immediately preceding the Exercise Request Date (inclusive), the value obtained by:

    1. taking the per-share dividend amount for such dividend (provided that, for each interim dividend and each year-end dividend, 25 yen shall be deducted, and if the amount after such deduction is less than zero, it shall be deemed zero);

    2. multiplying such amount by the number of trading days from the ex-dividend date for such dividend (inclusive) to October 14, 2026 (being the trading day immediately preceding the final day of the exercise request period) (inclusive); and

    3. dividing the result by the number of trading days from March 27, 2026 (inclusive) to October 14, 2026 (being the trading day immediately preceding the final day of the exercise request period) (inclusive),

shall be calculated (hereinafter referred to as the "Dividend

Adjustment Amount"), and the aggregate of the Dividend Adjustment Amounts for all applicable dividends.

End

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