Komori
Share Issuance and Disposal1938NIPPON RIETEC CO.,LTD.Construction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to dispose of 39,336 treasury shares to 4 directors and 11 executive officers as restricted stock compensation. The disposal price is ¥2,517 per share, and the recipients will be prohibited from transferring the shares for a specified period.

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Direction
Neutral
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Scale
39336
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

39,336 shares of the Company’s common stock (18,205 shares for 4 directors and 21,131 shares for 11 executive officers)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 18,205 shares
The Company's executive officers11 / 21,131 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.

¥2,517 per share
Total issue value

¥99,008,712

Amount of funds to be raised
Total payment amount: ¥99,008,712; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥99,008,712
発行済株式総数

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

Not applicable (disposal of treasury shares)

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 24 August 2026, the payment date, until the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director or executive officer of the Company from 24 August 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the restricted stock will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, the number of shares corresponding to the prescribed number of months will be released. In the event of a corporate reorganization or similar event, the number of shares corresponding to the prescribed number of months will also be released.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors: 18,205 shares; 11 executive officers: 21,131 shares
Intended allottee's holding policy
From 24 August 2026 until the recipient ceases to hold either the position of director or executive officer of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
24 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,517. The discount and premium rates are both 0%.
Procedures under the Corporate Code of Conduct
At the 16th Annual General Meeting of Shareholders held on 25 June 2025, approval was obtained for monetary compensation receivables of up to ¥50 million per year, up to 70,000 common shares per year and the transfer restriction period for the recipient directors.
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 of39,336 shares of the Company’s common stock (18,205 shares for 4 directors and 21,131 shares for 11 executive officers)
Issue price and disposal price¥2,517 per share
Total issue value¥99,008,712
Amount of funds to be raisedTotal payment amount: ¥99,008,712; estimated net proceeds: Not disclosed
Payment date24 August 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 18,205 shares, Name The Company's executive officers / Number of Employees 11 / Number of Shares 21,131 shares
Intended allottee's holding policyFrom 24 August 2026 until the recipient ceases to hold either the position of director or executive officer of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares)
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 on 23 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,517. The discount and premium rates are both 0%.
Transfer restriction periodFrom 24 August 2026, the payment date, until the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director or executive officer of the Company from 24 August 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the restricted stock will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, the number of shares corresponding to the prescribed number of months will be released. In the event of a corporate reorganization or similar event, the number of shares corresponding to the prescribed number of months will also be released.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered4 directors: 18,205 shares; 11 executive officers: 21,131 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥99,008,712
Procedures under the Corporate Code of ConductAt the 16th Annual General Meeting of Shareholders held on 25 June 2025, approval was obtained for monetary compensation receivables of up to ¥50 million per year, up to 70,000 common shares per year and the transfer restriction period for the recipient directors.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 achieve sustained growth in corporate value and promote value sharing with shareholders. The Company also took into consideration its performance, the scope of each recipient’s responsibilities and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | NIPPON RIETEC CO.,LTD. (1938) timely disclosure | Komori