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Share Issuance and Disposal2108Nitten Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Stock Compensation for Directors

The Company resolved to dispose of 3,000 treasury shares as restricted stock compensation to 5 directors. The disposal price is ¥4,695 per share, and the payment date is 10 August 2026.

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Direction
Neutral
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Scale
3000
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,000Shares

3,000 common shares (treasury shares)

5 directors (excluding outside directors)3,000 shares

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

¥4,695 per share
Total issue value

¥14,085,000

Amount of funds to be raised
Total payment amount: ¥14,085,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥14,085,000. The compensation limit under the plan is no more than ¥30 million per year.
Specific use of funds
The disposal of treasury shares is for compensation purposes, and the use of the funds received by the Company is Not disclosed
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 10 August 2026 through 10 August 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the relevant officer continuously holds a position as a director, audit & supervisory board member or employee of the Company's group from 26 June 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2029, all of the shares allotted under this arrangement will be released from the transfer restrictions on the expiration date of the restriction period. If the officer loses the position due to expiration of the term of office, death or any other reason deemed legitimate by the Board of Directors, the restrictions will be released for the number of shares determined based on the period of service.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, or immediately after the relevant officer loses all positions as a director, audit & supervisory board member or employee of the Company's group during the restriction period, the Company will automatically acquire without consideration any shares allotted under this arrangement that remain subject to transfer restrictions.
Categories and Number of Persons Covered
5 directors (excluding outside directors), 3,000 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of from 10 August 2026 through 10 August 2029.
Payment date
10 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 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,695. No discount or premium rate has been disclosed.
Impact on Business Performance
Impact on financial results: Not disclosed
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 of3,000 common shares (treasury shares)
Issue price and disposal price¥4,695 per share
Total issue value¥14,085,000
Amount of funds to be raisedTotal payment amount: ¥14,085,000. Estimated net proceeds: Not disclosed
Specific use of fundsThe disposal of treasury shares is for compensation purposes, and the use of the funds received by the Company is Not disclosed
Payment date10 August 2026
Intended allotteeName 5 directors (excluding outside directors) / Number of Shares 3,000 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of from 10 August 2026 through 10 August 2029.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,695. No discount or premium rate has been disclosed.
Transfer restriction periodFrom 10 August 2026 through 10 August 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the relevant officer continuously holds a position as a director, audit & supervisory board member or employee of the Company's group from 26 June 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2029, all of the shares allotted under this arrangement will be released from the transfer restrictions on the expiration date of the restriction period. If the officer loses the position due to expiration of the term of office, death or any other reason deemed legitimate by the Board of Directors, the restrictions will be released for the number of shares determined based on the period of service.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, or immediately after the relevant officer loses all positions as a director, audit & supervisory board member or employee of the Company's group during the restriction period, the Company will automatically acquire without consideration any shares allotted under this arrangement that remain subject to transfer restrictions.
Categories and Number of Persons Covered5 directors (excluding outside directors), 3,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥14,085,000. The compensation limit under the plan is no more than ¥30 million per year.
Impact on Business PerformanceImpact on financial results: Not disclosed
Items this document does not state (12)
Estimated issuance expensesDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 directors with an incentive to achieve sustainable improvement in corporate and shareholder value over the medium to long term, and to promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Stock Compensation for Directors | Nitten Co.,Ltd. (2108) timely disclosure | Komori