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Share Issuance and Disposal1429Nippon Aqua Co.,Ltd.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 23,500 treasury shares at ¥702 per share to 3 directors as restricted stock compensation. The restriction period is 40 years, and the restrictions will, in principle, be lifted upon expiration of the period, subject to the recipients remaining in office or employment.

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Neutral
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Scale
23500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much23,500Shares

23,500 common shares of the Company (treasury shares)

3 directors (excluding outside directors)23,500 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥702 per share
Total issue value

¥16,497,000

Amount of funds to be raised
Total amount paid in: ¥16,497,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥16,497,000. Under the plan, the total annual amount of monetary compensation receivables for eligible directors is capped at ¥70 million.
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
40 years (15 May 2026 to 14 May 2066)
Conditions for lifting transfer restrictions
In principle, the restrictions will be lifted upon expiration of the restriction period, provided that the eligible officer has continuously held one of the positions of director, executive officer or employee of the Company during the restriction period. In the event of retirement or resignation due to death, expiration of the term of office, reaching the mandatory retirement age or another legitimate reason, the restrictions will be lifted on the number of shares calculated according to the period in office or employment. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted on the prescribed percentage of the shares.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the restrictions are not lifted immediately after the decision is made that the restrictions will not be lifted.
Categories and Number of Persons Covered
3 directors (excluding outside directors), 23,500 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period will run from 15 May 2026 to 14 May 2066.
Payment date
15 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 15 April 2026, ¥702. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 19th Annual General Meeting of Shareholders held on 28 March 2023, approval was obtained to cap the total annual amount of monetary compensation receivables for eligible directors at ¥70 million.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of23,500 common shares of the Company (treasury shares)
Issue price and disposal price¥702 per share
Total issue value¥16,497,000
Amount of funds to be raisedTotal amount paid in: ¥16,497,000; estimated net proceeds: Not disclosed
Payment date15 May 2026
Intended allotteeName 3 directors (excluding outside directors) / Number of Shares 23,500 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period will run from 15 May 2026 to 14 May 2066.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 15 April 2026, ¥702. No discount or premium rate was stated.
Transfer restriction period40 years (15 May 2026 to 14 May 2066)
Conditions for lifting transfer restrictionsIn principle, the restrictions will be lifted upon expiration of the restriction period, provided that the eligible officer has continuously held one of the positions of director, executive officer or employee of the Company during the restriction period. In the event of retirement or resignation due to death, expiration of the term of office, reaching the mandatory retirement age or another legitimate reason, the restrictions will be lifted on the number of shares calculated according to the period in office or employment. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted on the prescribed percentage of the shares.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the restrictions are not lifted immediately after the decision is made that the restrictions will not be lifted.
Categories and Number of Persons Covered3 directors (excluding outside directors), 23,500 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥16,497,000. Under the plan, the total annual amount of monetary compensation receivables for eligible directors is capped at ¥70 million.
Procedures under the Corporate Code of ConductAt the 19th Annual General Meeting of Shareholders held on 28 March 2023, approval was obtained to cap the total annual amount of monetary compensation receivables for eligible directors at ¥70 million.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide an incentive for the sustainable enhancement of corporate value and promote shared value between the eligible officers and shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Aqua Co.,Ltd. (1429) timely disclosure | Komori