June 28, 2024
Company:
Representative:

Contact:

Toshiba Tec Corporation
Hironobu Nishikori
Representative Director
President and Chief Executive Officer(Securities code: 6588,
Tokyo Stock Exchange Prime Market)
Akira Abe
General Manager of Corporate
Communications Division(Tel: +81-3-6830-9151)

Notification Regarding Disposal of Treasury Shares asTransfer-Restricted Stock-Based Compensation and
Performance-Linked Transfer-Restricted Stock-Based Compensation
Toshiba Tec Corporation (the “Company”) hereby announces that the Board of Directors met on June 28, 2024 (hereinafter,
the “Allotment Resolution Date”) and resolved to dispose of treasury shares as Transfer-Restricted Stock-Based
Compensation and Performance-Linked Transfer-Restricted Stock-Based Compensation (hereinafter, the “Disposal ofTreasury Shares” or “Disposal”).
1. Overview of Disposal(1) Deadline for Disposal(2) Type and number ofshares to be disposed of(3) Amount of Disposal(4) Total amount of Disposal(5) Persons eligible for the
allotment of shares andthe number of such
persons, and the numberof shares to be allotted to
them

(6)

Other

July 26, 2024
23,223 shares of common shares of the Company
3,450 yen per share
80,119,350 yen(i) Transfer-Restricted Stock-Based Compensation for FY2024
Six (6) Executive Directors of the Company, 7,003 sharesSix (6) Vice Presidents who do not concurrently serve as Director of theCompany, 3,654 shares(ii) Performance-Linked Transfer-Restricted Stock-Based Compensation for
FY2023Six (6) Executive Directors of the Company (excluding retirees), 7,666 shares
Two (2) Executive Directors of the Company (retirees), 432 shares
Four (4) Vice Presidents who do not concurrently serve as Director of theCompany (excluding retirees), 2,558 shares
Three (3) Vice Presidents who do not concurrently serve as Director of theCompany (retirees), 1,910 shares
The Disposal of Treasury Shares is subject to the effectiveness of the Written Noticeof Securities filed under the Financial Instruments and Exchange Act.

2. Purposes and reasons for Disposal
Pursuant to a resolution of the Board of Directors meeting held on May 26, 2020, the Company decided to introduce the“Transfer-Restricted Stock-Based Compensation” system and the “Performance-Linked Transfer-Restricted Stock-Based
Compensation” system (hereinafter collectively, the “Systems”) for Executive Directors of the Company (hereinafter,“Eligible Directors”) and Vice Presidents who do not concurrently serve as Director (hereinafter, together with Eligible
Directors, “Eligible Directors, etc.”), in order to aim for further sharing of values among Eligible Directors, etc. andshareholders and to make incentives toward medium- to long-term improvements in business results effectively function.
In addition, the upper-limit amount of monetary receivables paid to Eligible Directors in order to grant Transfer-RestrictedStock-Based Compensation and Performance-Linked Transfer-Restricted Stock-Based Compensation (hereinafter, the“Monetary Compensation Receivables”) and the total number of common shares of the Company issued or disposed of for
Eligible Directors under the Systems, as well as other related matters, were approved at the Ordinary General Meeting of
Shareholders for the 95th fiscal year held on June 26, 2020.
The overview, etc. of the Systems are as follows.
[Overview, etc. of the Systems]
The Systems consist of Transfer-Restricted Stock-Based Compensation which is granted as fixed compensation on thecondition that Eligible Directors, etc. continuously hold the post predetermined by the Board of Directors for a certain periodof time and Performance-Linked Transfer-Restricted Stock-Based Compensation which is granted as performance-linked
compensation according to the achievement status of performance targets, etc. predetermined by the Board of Directors (inprinciple, performance targets, etc. for a given one (1) fiscal year (hereinafter, the “Performance Evaluation Period”)).
Eligible Directors, etc. make in-kind contribution of all the Monetary Compensation Receivables paid by the Company
under the Systems and receive issuance or the disposal of common shares of the Company.
The total amount of Monetary Compensation Receivables paid to Eligible Directors by the Company under the Systems
shall be not more than 30 million yen per year of Transfer-Restricted Stock-Based Compensation and not more than 100
million yen per year of Performance-Linked Transfer-Restricted Stock-Based Compensation, for a total of not more than 130
million yen per year. In addition, the total number of common shares of the Company issued to or disposed of for Eligible
Directors under the Systems shall be not more than 14,000 shares per year for Transfer-Restricted Stock-Based Compensationand not more than 46,000 shares per year for Performance-Linked Transfer-Restricted Stock-Based Compensation, for a totalof not more than 60,000 shares per year. The upper-limit amount of the Monetary Compensation Receivables and the total
number of common shares of the Company issued or disposed of are for Eligible Directors; the amount and number do notinclude the amount of Monetary Compensation Receivables paid to and the number of common shares of the Company
issued to or disposed of for Vice Presidents who do not concurrently serve as Director.
The amount to be disposed of (paid in) per share for issuance or disposal of the Company’s common shares under the
Systems shall be the amount determined by the Board of Directors within the range that is not particularly advantageous to
the Eligible Directors, etc. who will receive such common shares of the Company, based on the closing price of the commonshares of the Company in the Tokyo Stock Exchange on the business day immediately prior to the date of resolution of theBoard of Directors (or the closing price on the transaction day immediately prior thereto if no transaction is made on suchbusiness day).
When the Company allots common shares of the Company to be issued to or disposed of for Eligible Directors, etc. under
the Systems, the Company shall enter into contracts for allotment of transfer-restricted stock with Eligible Directors, etc.
which have the following contents: (i) Eligible Directors, etc. shall not transfer, create a security interest on, or otherwise
dispose of the allotted common shares of the Company for a certain period of time; and (ii) the Company will acquire saidcommon shares without consideration when a certain reason arise, among other things.
The method to calculate the amount of Monetary Compensation Receivables pertaining to the Performance-Linked
Transfer-Restricted Stock-Based Compensation system, the allotment conditions of the Company’s common shares to the
Eligible Directors, etc. and other related matters are as follows.
(1) Method to calculate the amount of Monetary Compensation Receivables
The amount of Monetary Compensation Receivables to be granted to the Eligible Directors, etc. shall be calculated
by multiplying the number of the Company’s common shares to be eventually allotted to the Eligible Directors, etc.
(hereinafter, the “Final Number of Allotted Shares”) by a price that is not particularly advantageous to the Eligible
Directors, etc., based on the closing price of the common shares of the Company in the Tokyo Stock Exchange on thebusiness day immediately prior to the date of resolution of the Board of Directors to determine issuance or disposal ofshares for the said allotment, held after the end of the Performance Evaluation Period (hereinafter, the “Board of
Directors Resolution Date of Allotment”). The Final Number of Allotted Shares shall be the amount obtained bymultiplying the total amount of performance-linked compensation determined in consideration of the achievement statusof the performance targets, etc. and the stock-based compensation ratio by position predetermined by the Board of
Directors, divided by a price that is not particularly advantageous to the Eligible Directors, etc., based on the closing
price of the common shares of the Company in the Tokyo Stock Exchange on the business day immediately prior to theBoard of Directors Resolution Date of Allotment.
(2) Allotment conditions of the Company’s common shares to the Eligible Directors, etc.
The Company shall allot the Company’s common shares in the Final Number of Allotted Shares to the Eligible

Directors, etc. after the end of the Performance Evaluation Period in the event that the Eligible Directors, etc. fulfill bothof the following requirements or in the event that the Board of Directors deems it necessary to achieve the intent of the
Systems.
(i) Eligible Directors, etc. have continuously held the post predetermined by the Board of Directors during the
Performance Evaluation Period(ii) There were no certain wrongful activities determined by the Board of Directors
In the event that there is an Eligible Director, etc. who has been newly appointed during the Performance Evaluation
Period or an Eligible Director, etc. has left his or her post predetermined by the Board of Directors for justifiable reason
during the Performance Evaluation Period (except in the event of retirement due to death), the Company shall reasonably
adjust the number of common shares of the Company to be allotted to the said Eligible Director, etc. or retiree based on
factors including the length of tenure. In addition, in the event of death of an Eligible Director, etc. during the
Performance Evaluation Period, based on the resolution of the Board of Directors, the Company shall provide moneyin the amount reasonably adjusted based on the length of tenure, instead of the common shares of the Company, to anheir who is a successor to the said Eligible Director, etc.
(3) Treatment in the event of organizational restructuring, etc.
In the case that matters regarding merger contracts under which the Company becomes the non-surviving company,
share exchange agreements or share transfer plans under which the Company becomes a wholly owned subsidiary of
another company, or any other organizational restructuring, etc. are approved at the General Meeting of Shareholdersof the Company (or at a Board of Directors meeting of the Company in the case that approval by the General Meetingof Shareholders of the Company is not required regarding the said organizational restructuring, etc.) during the
Performance Evaluation Period, the Company shall provide to the Eligible Directors, etc., based on the resolution of theBoard of Directors, money in the amount reasonably adjusted based on the length of time from the commencement dateof the Performance Evaluation Period to the date of approval of the said organizational restructuring, etc., instead of thecommon shares of the Company.
This time, in consideration of the purposes of the Systems, business conditions of the Company, the scope of job
responsibility of each Eligible Director, etc. and other various circumstances, and with the aim of further motivating each
Eligible Director, etc., the Company decided to grant the Monetary Compensation Receivables of 36,766,650 yen in total
and 10,657 common shares of the Company as Transfer-Restricted Stock-Based Compensation for FY2024, and in addition,
grant the Monetary Compensation Receivables of 43,352,700 yen in total and 12,566 common shares of the Company as
Performance-Linked Transfer-Restricted Stock-Based Compensation for FY2023, which makes the combinedcompensations granted the Monetary Compensation Receivables of 80,119,350 yen (hereinafter, the “Total Monetary
Compensation Receivables”) and 23,223 common shares of the Company. Performance-Linked Transfer-Restricted Stock
Based Compensation will be paid to Eligible Directors, etc. for FY2023 (from April 1, 2023 to March 31, 2024) according
to the achievement status of performance targets, etc. for said fiscal year. Accordingly, the persons eligible for the allotmentof the compensation include those who have retired from the position of Director or Vice President who do not concurrently
serve as Director, whichever is applicable, at this point in time. The Company pays performance-linked compensation in theform of money and shares, and believes that paying part of performance-linked compensation in the form of shares to retirees
after their retirement, according to the performance while in office, would serve as incentives for conducting business
operation with a more awareness of performance improvement over the medium to long term.
In the Disposal of Treasury Shares, under the Systems, all Eligible Directors, etc., who are the persons eligible for the
allotment, make in-kind contribution of all the Total Monetary Compensation Receivables to the Company and receive theallotment of common shares of the Company disposed of by the Company (hereinafter, the “Allotted Shares”). The overview
of the contracts for allotment of transfer-restricted stock (hereinafter, the “Allotment Contract”) entered into by and between
the Company and Eligible Directors, etc. regarding the Disposal of Treasury Shares shall be as described in 3. below.
3. Overview of the Allotment Contract(1) Transfer Restriction Period<Allotment Contract pertaining to Transfer-Restricted Stock-Based Compensation>
An Eligible Director, etc. shall not transfer the Allotted Shares, create a security interest on the Allotted Shares, ordispose of the Allotted Shares in any other way (hereinafter, the “Transfer Restrictions”) during the period from July26, 2024 (hereinafter, the “Disposal Deadline”), to the time immediately after the time of the retirement of the Eligible
Director, etc. from the position of Director or Vice President who do not concurrently serve as Director of the Company,

(2)

(3)

(4)

(5)

whichever is applicable (hereinafter, the “Transfer Restriction Period”).
<Allotment Contract pertaining to Performance-Linked Transfer-Restricted Stock-Based Compensation>
An Eligible Director, etc. shall not transfer the Allotted Shares, create a security interest on the Allotted Shares, ordispose of the Allotted Shares in any other way during the Transfer Restriction Period; provided, however, that theTransfer Restrictions shall not apply if the Eligible Director, etc. has already been retired from the position of Director
or Vice President who do not concurrently serve as Director of the Company, whichever is applicable, as of the
Disposal Deadline.
Conditions for lifting Transfer Restrictions<Allotment Contract pertaining to Transfer-Restricted Stock-Based Compensation>
The Company shall lift the Transfer Restrictions on all of the Allotted Shares at the expiration of the Transfer
Restriction Period on the condition that the Eligible Director, etc. has continuously held the position of Director orVice President who do not concurrently serve as Director of the Company during the period from the Disposal
Deadline to the conclusion of the first Ordinary General Meeting of Shareholders held after the Disposal Deadline(however, for Executive Directors who were Vice Presidents who do not concurrently serve as Director until theconclusion of the Ordinary General Meeting of Shareholders for the 99th fiscal year, the period shall be replaced withfrom April 1, 2024 to the conclusion of the first Ordinary General Meeting of Shareholders held after the Disposal
Deadline, and for Vice Presidents who do not concurrently serve as Director, the period shall be replaced with from
April 1, 2024, to March 31, 2025) (hereinafter, the “Service Provision Period”).
<Allotment Contract pertaining to Performance-Linked Transfer-Restricted Stock-Based Compensation>
The Company shall lift the Transfer Restrictions on all of the Allotted Shares at the expiration of the Transfer
Restriction Period.
Treatment in the event that an Eligible Director, etc. retires from the position due to the expiration of the term of officeor any other justifiable reason during the Service Provision Period(i) When to lift Transfer Restrictions
If an Eligible Director, etc. retires from the position of Director or Vice President who do not concurrently serve
as Director of the Company, whichever is applicable, due to the expiration of the term of office or any otherjustifiable reason (including the case of retirement due to death), the Transfer Restrictions shall be lifted upon the
expiration of the Transfer Restriction Period.
(ii) Number of shares subject to lifting of Transfer Restrictions<Allotment Contract pertaining to Transfer-Restricted Stock-Based Compensation>
In principle, the number of shares calculated by multiplying the number of the Allotted Shares held by an
Eligible Director, etc. as of the time of the retirement from the position of Director or Vice President who do notconcurrently serve as Director of the Company, whichever is applicable, by the number calculated by dividing thenumber of months from the month in which the Disposal Deadline falls (however, for Vice Presidents who do notconcurrently serve as Director, the month shall be replaced with April 2024) to the month in which the date of theretirement of the Eligible Director, etc. from the position of Executive Director of the Company falls (however,for Vice Presidents who do not concurrently serve as Director, the position shall be replaced with Vice President
who do not concurrently serve as Director) by 12 (if the number of months is larger than 1, the number of months
shall be replaced with 1) (however, any fraction in the number of shares less than one share shall be rounded up
to one share).
<Allotment Contract pertaining to Performance-Linked Transfer-Restricted Stock-Based Compensation>
The number of the Allotted Shares held by Eligible Directors, etc. as of the time of expiration of the Transfer
Restriction Period
Acquisition by the Company without consideration
The Company will naturally acquire all of the Allotted Shares held by Eligible Directors, etc. for which the Transfer
Restrictions have not been lifted as of the time of the expiration of the Transfer Restriction Period, without consideration.
Management of shares
Eligible Directors, etc. shall store the Allotted Shares in dedicated accounts opened by Eligible Directors, etc. with
Nomura Securities Co., Ltd. (hereinafter, the “Securities Accounts”) during the Transfer Restriction Period. The
Company shall enter into and maintain during the Transfer Restriction Period a contract related to management of the
Securities Accounts with Nomura Securities Co., Ltd. to ensure the performance of the Transfer Restrictions pertaining
to the Allotted Shares. Eligible Directors, etc. shall give consent to the handling of the Allotted Shares undermanagement of transfer-restricted shares by Nomura Securities Co., Ltd.

(6) Treatment in the event of organizational restructuring, etc.
In the case that matters regarding merger contracts under which the Company becomes the non-surviving company,
share exchange agreements or share transfer plans under which the Company becomes a wholly owned subsidiary of
another company, or any other organizational restructuring, etc. are approved at the General Meeting of Shareholdersof the Company (or at a Board of Directors meeting of the Company in the case that approval by the General Meetingof Shareholders of the Company is not required regarding the said organizational restructuring, etc.) during the Transfer
Restriction Period, the Company shall lift, based on the resolution of the Board of Directors, the Transfer Restrictions
at the time immediately prior to the business day immediately preceding the effective date of said organizational
restructuring, etc. with regard to the following number of the Allotted Shares.
<Allotment Contract pertaining to Transfer-Restricted Stock-Based Compensation>
・In principle, the number of shares calculated by multiplying the number of the Allotted Shares held by Eligible
Directors, etc. as of the date of approval of the organizational restructuring, etc., by the number calculated by
dividing the number of months from the month in which the Disposal Deadline falls (however, for Vice Presidents
who do not concurrently serve as Director, the month shall be replaced with April 2024) to the month in which thedate of approval of the organizational restructuring, etc. falls by 12 (if the number of months is larger than 1, thenumber of months shall be replaced with 1) (however, any fraction in the number of shares less than one share shallbe rounded up to one share).
<Allotment Contract pertaining to Performance-Linked Transfer-Restricted Stock-Based Compensation>・All of the Allotted Shares held by Eligible Directors, etc. as of the date of approval of the organizational restructuring,etc.
In addition, the Company will naturally acquire all of the Allotted Shares held by Eligible Directors, etc. for which
the Transfer Restrictions have not been lifted as of the business day immediately preceding the effective date of theorganizational restructuring, etc., on the same date, without consideration.
4. Basis for calculation of amount of payment and details thereof
The Disposal of Treasury Shares for Eligible Directors, etc. uses the Monetary Compensation Receivables, which havebeen paid to Eligible Directors, etc. for the Company’s Transfer-Restricted Stock-Based Compensation for FY2024 andPerformance-Linked Transfer-Restricted Stock-Based Compensation for FY2023 under the Systems, as the contribution. The
amount of payment per share in the Disposal of Treasury Shares shall be 3,450 yen, which is the closing price of commonshares of the Company in the Tokyo Stock Exchange Prime Market on June 27, 2024 (the business day immediately prior to
the date of resolution by the Board of Directors), in order to make it an amount eliminating any arbitrariness. The Company
has judged that the amount is reasonable, and does not constitute an amount particularly advantageous, as the amount is aquoted share price immediately prior to the date of resolution by the Board of Directors.