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Share Issuance and Disposal1723NIHON DENGI CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,101 treasury shares as restricted stock compensation for 4 directors. In principle, the shares may not be transferred until the directors retire from their positions.

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7101
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,101Shares

7,101 shares of the Company's common stock (treasury shares)

4 directors (excluding directors who are Audit and Supervisory Committee members)7,101 shares

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

¥2,296 per share
Total issue value

¥16,303,896

Amount of funds to be raised
Total payment amount: ¥16,303,896; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables of ¥16,303,896; remuneration limit consisting of monetary remuneration receivables of no more than ¥30 million per year
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
From the payment date (24 July 2026) until the eligible director retires from the position of director of the Company
Conditions for lifting transfer restrictions
In principle, provided that the eligible director remains in the position of director of the Company throughout the transfer restriction period, all of the shares will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of death, mid-term retirement for a legitimate reason or a corporate reorganization, some or all of the shares will be released based on a prescribed calculation.
Reason for acquisition without consideration
If it is determined that an eligible director will retire from the position of director of the Company for any reason other than death, expiration of the term of office or another legitimate reason, the Company will acquire all of the shares without compensation. Other grounds for acquisition without compensation will be stipulated in the allotment agreement based on a resolution of the Board of Directors. In the event of death, mid-term retirement for a legitimate reason or a corporate reorganization, the Company will acquire without compensation any shares that remain subject to the transfer restrictions after the applicable shares are released from those restrictions.
Categories and Number of Persons Covered
4 directors (excluding directors who are Audit and Supervisory Committee members), 7,101 shares
Intended allottee's holding policy
The transfer restriction period runs from the payment date until the eligible director retires from the position of director of the Company. During this period, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,296. No discount or premium applies.
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 of7,101 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,296 per share
Total issue value¥16,303,896
Amount of funds to be raisedTotal payment amount: ¥16,303,896; estimated net proceeds: not disclosed
Payment date24 July 2026
Intended allotteeName 4 directors (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 7,101 shares
Intended allottee's holding policyThe transfer restriction period runs from the payment date until the eligible director retires from the position of director of the Company. During this period, the shares may not be transferred, pledged or otherwise disposed of.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,296. No discount or premium applies.
Transfer restriction periodFrom the payment date (24 July 2026) until the eligible director retires from the position of director of the Company
Conditions for lifting transfer restrictionsIn principle, provided that the eligible director remains in the position of director of the Company throughout the transfer restriction period, all of the shares will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of death, mid-term retirement for a legitimate reason or a corporate reorganization, some or all of the shares will be released based on a prescribed calculation.
Reason for acquisition without considerationIf it is determined that an eligible director will retire from the position of director of the Company for any reason other than death, expiration of the term of office or another legitimate reason, the Company will acquire all of the shares without compensation. Other grounds for acquisition without compensation will be stipulated in the allotment agreement based on a resolution of the Board of Directors. In the event of death, mid-term retirement for a legitimate reason or a corporate reorganization, the Company will acquire without compensation any shares that remain subject to the transfer restrictions after the applicable shares are released from those restrictions.
Categories and Number of Persons Covered4 directors (excluding directors who are Audit and Supervisory Committee members), 7,101 shares
Total Stock-Based CompensationTotal monetary remuneration receivables of ¥16,303,896; remuneration limit consisting of monetary remuneration receivables of no more than ¥30 million per year
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 the eligible directors with an incentive to achieve the Company's sustainable growth and enhance its corporate value over the medium to long term, and to promote the sharing of value between the eligible directors and shareholders. The Company also considered its performance, the scope of each eligible director's responsibilities and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIHON DENGI CO.,LTD. (1723) timely disclosure | Komori