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Share Issuance and Disposal1929NITTOC CONSTRUCTION CO.,LTD.Construction and Materials

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 20,639 newly issued common shares subject to transfer restrictions to 9 directors and executive officers appointed under mandate, with monetary compensation receivables contributed in kind. The total issue amount is ¥22,393,315, and the payment date is 21 July 2026.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much20,639Shares

20,639 common shares (new shares)

5 directors of the Company (excluding outside directors and non-executive directors)16,587 shares
4 executive officers appointed under mandate who do not concurrently serve as directors of the Company4,052 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,085 per share
Total issue value

¥22,393,315

Amount of funds to be raised
Total payment amount: ¥22,393,315 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥22,393,315. The annual compensation limit for eligible directors is ¥50 million or less.
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 21 July 2026 until immediately after the recipient resigns or retires from all positions as a director of the Company or as an executive officer appointed under mandate who does not concurrently serve as a director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director of the Company or executive officer appointed under mandate without concurrently serving as a director of the Company throughout the applicable service period, the transfer restrictions on all shares will be lifted when the transfer restriction period expires. If the recipient resigns or retires upon expiration of the term of office or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the number of months in office or employment will be lifted immediately after the resignation or retirement.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified event set forth in the relevant allotment agreement, the Company will acquire all of the recipient's allotted shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place when the transfer restriction period expires or when the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and non-executive directors) / Number of Employees 5 / Number of allocated shares 16,587 shares, Category Executive officers appointed under mandate who do not concurrently serve as directors of the Company / Number of Employees 4 / Number of allocated shares 4,052 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. During this period, they will be managed in dedicated accounts.
Payment date
21 July 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 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,085. No discount or premium rate is disclosed.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of20,639 common shares (new shares)
Issue price and disposal price¥1,085 per share
Total issue value¥22,393,315
Amount of funds to be raisedTotal payment amount: ¥22,393,315 (estimated net proceeds: Not disclosed)
Payment date21 July 2026
Intended allotteeName 5 directors of the Company (excluding outside directors and non-executive directors) / Number of Shares 16,587 shares, Name 4 executive officers appointed under mandate who do not concurrently serve as directors of the Company / Number of Shares 4,052 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. During this period, they will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,085. No discount or premium rate is disclosed.
Transfer restriction periodFrom 21 July 2026 until immediately after the recipient resigns or retires from all positions as a director of the Company or as an executive officer appointed under mandate who does not concurrently serve as a director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director of the Company or executive officer appointed under mandate without concurrently serving as a director of the Company throughout the applicable service period, the transfer restrictions on all shares will be lifted when the transfer restriction period expires. If the recipient resigns or retires upon expiration of the term of office or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the number of months in office or employment will be lifted immediately after the resignation or retirement.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified event set forth in the relevant allotment agreement, the Company will acquire all of the recipient's allotted shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place when the transfer restriction period expires or when the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and non-executive directors) / Number of Employees 5 / Number of allocated shares 16,587 shares, Category Executive officers appointed under mandate who do not concurrently serve as directors of the Company / Number of Employees 4 / Number of allocated shares 4,052 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥22,393,315. The annual compensation limit for eligible directors is ¥50 million or less.
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
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 to sustainably enhance corporate value and promote value sharing with shareholders, as well as to further motivate each recipient.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | NITTOC CONSTRUCTION CO.,LTD. (1929) timely disclosure | Komori