Note: This document is a translation of a part 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.

August 10, 2022
Company: TODA CORPORATION
Representative: Seisuke Otani, President and Representative Director(Securities Code: 1860 TSE Prime Market)
Contact: Kaname Miwa, Corporate Officer, General Manager, Financial & IR Div.
(Phone: 03-3535-1357)

Notice of Disposal of Treasury Stock through Third-party Allotment
TODA CORPORATION (the “Company”) announces that it resolved at its Board of Directors
meeting held today to dispose of its treasury stock through a third-party allotment (hereinafter“the Treasury Stock Disposal”), as described below.

1. Outline of the disposal(1) Date of disposal

September 1, 2022

(2) Class and number

1,897,800 shares of common stockof shares to bedisposed(3) Disposal value

681 yen per share(4) Total disposal

1,292,401,800 yenvalue(5) Party to which theThe Master Trust Bank of Japan, Ltd.

treasury stock is(Board Incentive Plan (BIP) trust account):

1,865,600 shares

scheduled to be

The Master Trust Bank of Japan, Ltd.

disposed(Employee Stock Ownership Plan (ESOP) trust account):
32,200 shares(6) Other matters

The Treasury Stock Disposal shall be conducted subject to theregistration statement submitted under the Financial
Instruments and Exchange Act coming into effect.

2. Purpose and reason for the disposal
The Company resolved to partially revise and continue the directors’ compensation Board
Incentive Plan (BIP) trust (hereinafter “the BIP trust”), a performance-linked share-based
compensation system, and the Employee Stock Ownership Plan (ESOP) trust (hereinafter “the1ESOP trust” and together with the BIP trust, collectively referred to as “the Trusts”), aimed
at improving medium- to long-term business performance, increasing corporate value, andincreasing management’s awareness of putting the shareholders first, as well as promoting
initiatives to establish a sustainable society including the conservation of the environment.
For an overview of the Trusts, please refer to the “Notice of Continuation and Partial Revisionof the Performance-linked Share-based Compensation System for Executive Officers WhoHave Employment Contracts with the Company,” announced today and the “Notice ofContinuation and Partial Revision of the Performance-linked Share-based Compensation
System for the Company’s Directors and Executive Officers,” announced on May 13, 2022.
In continuing the Trusts, the Treasury Stock Disposal shall be carried out in the form of adisposal of treasury stock through a third-party allotment to The Master Trust Bank of Japan,
Ltd., which is the joint trustee of the Trusts under each of the trust agreements to be concludedby the Company with Mitsubishi UFJ Trust and Banking Corporation.
The number of shares to be disposed of shall be, in accordance with the Share Delivery Rules,
the number of shares expected to be delivered to the target beneficiaries for the target trust
period, the three fiscal years from the fiscal year ending March 31, 2023 to the fiscal year
ending March 31, 2025, and the scale of its dilution shall be 0.59% (rounded off to two decimalplaces) of the total number of outstanding shares of 322,656,796 shares as at March 31, 2022,
which, in terms of voting rights, corresponds to 0.61% (rounded off to two decimal places) ofthe total number of voting rights at 3,087,647 as at March 31, 2022.
<Overview of the trust agreement>(1)

Name of the system Board Incentive Plan (BIP) Trust Employee Stock Ownership Plan
(ESOP) Trust(2)Type of the trust

Nonmonetary trust using a designated and single method ofinvestment (third-party-benefit trust)(3)

Purpose of the trust Provision of incentives to theProvision of incentives to thedirectors of the Company and the executive officers who haveexecutive officers who conclude

employment contracts with thean entrustment contract with the CompanyCompany(4)

Settlor

The Company(5)

Trustee

Mitsubishi UFJ Trust and Banking Corporation(Co-trustee: The Master Trust Bank of Japan, Ltd.)(6)

Beneficiaries

Those who are subject to the BIP Those who are subject to thetrust and satisfy the requirement ESOP trust and satisfy theas a beneficiary(7)

requirement as a beneficiary

Trust administrator A third party who has no conflicts of interest with the Company(Certified Public Accountant)(8)

Trust contract dateAugust 29, 2016 (To be changed in conjunction with the extension of2

the trust period in August 2022)(9)

Trust period prior to From August 29, 2016, to September 30, 2022
the change(10) Trust period after

From August 29, 2016, to September 30, 2025

the change(11) Exercise of voting

Not exercisedrights
3. Basis of calculation of the disposal value and the specific details
By taking into account recent stock price movements, and in order to eliminate any
arbitrariness in determining the value, the disposal value, in accordance with the Guidelines
Concerning Treatment of Capital Increase by Allotment to a Third Party of the Japan Securities
Dealers Association (JSDA), shall be 681 yen, the closing price of the shares of the Company on
the Tokyo Stock Exchange, Inc. (hereinafter the “Tokyo Stock Exchange”) on the business day
immediately preceding the date of resolution at the Board of Directors regarding the Treasury
Stock Disposal (August 9, 2022).
The closing price of the shares of the Company on the Tokyo Stock Exchange on the business
day immediately preceding the date of resolution at the Board of Directors was adopted, as it
fairly represented the Company’s corporate value on the stock market and was determined to behighly objective and reasonable as the basis of calculation.
Furthermore, the above stock price is an amount calculated by multiplying 706 yen (roundeddown to a whole yen), namely the average of the closing prices of the shares of the Company on
the Tokyo Stock Exchange in the one-month period immediately preceding the date of theaforementioned resolution (from July 10, 2022 to August 9, 2022), by 96.46% (deviation: 3.54%),
and an amount calculated by multiplying 702 yen (rounded down to a whole yen), namely theaverage of the closing prices of the shares of the Company on the Tokyo Stock Exchange in thethree-month period immediately preceding the date of the aforementioned resolution (from May10, 2022 to August 9, 2022), by 97.01% (deviation: 2.99%), as well as an amount calculated bymultiplying 725 yen (rounded down to a whole yen), namely the average of the closing prices ofthe shares of the Company on the Tokyo Stock Exchange in the six-month period immediately
preceding the date of the aforementioned resolution (from February 10, 2022 to August 9, 2022),
by 93.93% (deviation: 6.07%), and consequently, the Company determined that the disposal
value was not particularly favorable for any concerned party.
Additionally, the five Audit & Supervisory Board Members of the Company (including four
Outside Audit & Supervisory Board Members) have voiced the opinion that the disposal value
was not particularly favorable for any concerned party.
4. Procedures under the Code of Corporate Conduct
In light of the fact that the dilution rate of the shares is less than 25% without involving any
change to the controlling shareholders, the procedures of obtaining an opinion from an
independent third party and confirming the intentions of the shareholders, in accordance with3

Article 432 of the Securities Listing Regulations of the Tokyo Stock Exchange, are not required.
End4