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Share Issuance and Disposal1952Shin Nippon Air Technologies Co.,Ltd.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 25,580 treasury shares as restricted stock compensation for its directors, executive officers and subsidiary directors. The recipients will be granted monetary remuneration claims totaling ¥92,855,400, which they will contribute as in-kind contributions.

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92855400
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,580Shares

25,580 shares of the Company's common stock (treasury shares)

4 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)9,644 shares
19 of the Company's executive officers14,331 shares
5 directors of the Company's subsidiaries1,605 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.

¥3,630 per share
Total issue value

¥92,855,400

Amount of funds to be raised
Total amount paid in: ¥92,855,400; estimated net proceeds: Not disclosed (because the shares are contributed in kind)
Total Stock-Based Compensation
Total monetary remuneration claims: ¥92,855,400. The shareholders' meeting has approved the provision to eligible directors of monetary remuneration claims of up to ¥50 million per year in total and up to 100,000 shares of common stock per year in total.
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 15 July 2026 until the date of retirement from office
Conditions for lifting transfer restrictions
Provided that the eligible directors and other recipients continuously hold positions as directors or executive officers of companies in the Company's group, or equivalent positions, throughout the restriction period, all of the allocated shares held at the end of the restriction period will be released from the transfer restrictions.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions at the end of the restriction period, or if the recipient leaves office before the end of the restriction period for a reason other than a legitimate reason, or if any other event specified in the allocation agreement occurs.
Stock Split Ratio2 shares for 1 share; effective date: 1 January 2025
Categories and Number of Persons Covered
Category The Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of allocated shares 9,644 shares, Category The Company's executive officers / Number of Employees 19 / Number of allocated shares 14,331 shares, Category Directors of the Company's subsidiaries / Number of Employees 5 / Number of allocated shares 1,605 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of from the payment date, 15 July 2026, until the date the recipient leaves office. The transfer restrictions will be lifted at the end of the restriction period if certain conditions are met.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the TSE Prime Market on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
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 of25,580 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,630 per share
Total issue value¥92,855,400
Amount of funds to be raisedTotal amount paid in: ¥92,855,400; estimated net proceeds: Not disclosed (because the shares are contributed in kind)
Payment date15 July 2026
Intended allotteeName 4 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 9,644 shares, Name 19 of the Company's executive officers / Number of Shares 14,331 shares, Name 5 directors of the Company's subsidiaries / Number of Shares 1,605 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of from the payment date, 15 July 2026, until the date the recipient leaves office. The transfer restrictions will be lifted at the end of the restriction period if certain conditions are met.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the TSE Prime Market on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction periodFrom 15 July 2026 until the date of retirement from office
Conditions for lifting transfer restrictionsProvided that the eligible directors and other recipients continuously hold positions as directors or executive officers of companies in the Company's group, or equivalent positions, throughout the restriction period, all of the allocated shares held at the end of the restriction period will be released from the transfer restrictions.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions at the end of the restriction period, or if the recipient leaves office before the end of the restriction period for a reason other than a legitimate reason, or if any other event specified in the allocation agreement occurs.
Categories and Number of Persons CoveredCategory The Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of allocated shares 9,644 shares, Category The Company's executive officers / Number of Employees 19 / Number of allocated shares 14,331 shares, Category Directors of the Company's subsidiaries / Number of Employees 5 / Number of allocated shares 1,605 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥92,855,400. The shareholders' meeting has approved the provision to eligible directors of monetary remuneration claims of up to ¥50 million per year in total and up to 100,000 shares of common stock per year in total.
Stock Split Ratio2 shares for 1 share; effective date: 1 January 2025
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 underwriterOverallotmentProcedures 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 incentives for the sustainable enhancement of corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Shin Nippon Air Technologies Co.,Ltd. (1952) timely disclosure | Komori