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Share Issuance and Disposal1787Nakabohtec Corrosion Protecting Co.,Ltd.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,961 common shares of treasury stock to 3 directors as restricted stock compensation. The disposal price is ¥6,030 per share, and the shares generally may not be transferred until the director retires from office.

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Neutral
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Scale
3961
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,961Shares

3,961 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors)3,961 shares

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

¥6,030 per share
Total issue value

¥23,884,830

Amount of funds to be raised
Total payment amount: ¥23,884,830; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables: ¥23,884,830; annual remuneration limit for restricted stock compensation: no more than ¥74 million
発行済株式総数

0.17%

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 delivery date of the restricted stock until the date on which the holder retires as a director of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restriction period, provided that the holder has continuously served as a director of the Company through the date of the first ordinary general meeting of shareholders held after the start date of the restriction period. If the holder retires for a reason deemed legitimate, the restrictions will be lifted on the day following the retirement date with respect to the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month that includes the retirement date, divided by 12.
Reason for acquisition without consideration
If the holder retires without a reason deemed legitimate by the Board of Directors before the day preceding the date of the first ordinary general meeting of shareholders held after the start date of the restriction period. If any of the allocated shares remain subject to transfer restrictions upon expiration of the restriction period. If any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors); 3,961 shares allocated
Intended allottee's holding policy
From the delivery date of the restricted stock until the date on which the holder retires as a director of the Company, the shares may not be transferred to a third party, pledged, made subject to a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any way.
Payment date
13 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 17 July 2026, was ¥6,030. There is no discount or premium.
Procedures under the Corporate Code of Conduct
At the 82nd Ordinary General Meeting of Shareholders held on 27 June 2025, approval was obtained for the introduction of the restricted stock compensation plan, the upper limits on total remuneration and the number of shares, the restriction period and other matters.
Impact on Business Performance
The dilution ratio resulting from this disposal of treasury shares is a minor 0.17%.
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 of3,961 common shares of the Company (treasury shares)
Issue price and disposal price¥6,030 per share
Total issue value¥23,884,830
Amount of funds to be raisedTotal payment amount: ¥23,884,830; estimated net proceeds: Not disclosed
Payment date13 August 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 3,961 shares
Intended allottee's holding policyFrom the delivery date of the restricted stock until the date on which the holder retires as a director of the Company, the shares may not be transferred to a third party, pledged, made subject to a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any way.
Dilution Rate0.17%
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 17 July 2026, was ¥6,030. There is no discount or premium.
Transfer restriction periodFrom the delivery date of the restricted stock until the date on which the holder retires as a director of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the restriction period, provided that the holder has continuously served as a director of the Company through the date of the first ordinary general meeting of shareholders held after the start date of the restriction period. If the holder retires for a reason deemed legitimate, the restrictions will be lifted on the day following the retirement date with respect to the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month that includes the retirement date, divided by 12.
Reason for acquisition without considerationIf the holder retires without a reason deemed legitimate by the Board of Directors before the day preceding the date of the first ordinary general meeting of shareholders held after the start date of the restriction period. If any of the allocated shares remain subject to transfer restrictions upon expiration of the restriction period. If any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors); 3,961 shares allocated
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥23,884,830; annual remuneration limit for restricted stock compensation: no more than ¥74 million
Procedures under the Corporate Code of ConductAt the 82nd Ordinary General Meeting of Shareholders held on 27 June 2025, approval was obtained for the introduction of the restricted stock compensation plan, the upper limits on total remuneration and the number of shares, the restriction period and other matters.
Impact on Business PerformanceThe dilution ratio resulting from this disposal of treasury shares is a minor 0.17%.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 eligible directors with an incentive to achieve sustained growth in corporate value and to promote greater value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nakabohtec Corrosion Protecting Co.,Ltd. (1787) timely disclosure | Komori