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Share Issuance and Disposal2127Nihon M&A Center Holdings Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 40,824 treasury shares held by the Company at ¥629.5 per share as restricted stock compensation for 3 directors. The eligible directors will be granted monetary compensation receivables totaling ¥25,698,707, which they will contribute in kind in full.

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25698707
¥
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much40,824Shares

40,824 shares of the Company's common stock (treasury shares)

3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)40,824 shares

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

¥629.5 per share
Amount of funds to be raised

Total payment amount: ¥25,698,707; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation receivables: ¥25,698,707
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 July 2026 (the payment date) until the date on which the eligible directors cease to be directors of the Company or its subsidiaries
Conditions for lifting transfer restrictions
The eligible directors must continuously hold the position of director of the Company or its subsidiaries throughout the service provision period, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year. In the event of retirement due to death or another reason deemed legitimate by the Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
At the end of the restricted period, the company will acquire without consideration any of the allocated shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 40,824 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from the payment date until the date on which the eligible directors cease to be directors of the Company or its subsidiaries.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥629.5. There was no discount or premium.
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 of40,824 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥629.5 per share
Amount of funds to be raisedTotal payment amount: ¥25,698,707; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 40,824 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from the payment date until the date on which the eligible directors cease to be directors of the Company or its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥629.5. There was no discount or premium.
Transfer restriction periodFrom 24 July 2026 (the payment date) until the date on which the eligible directors cease to be directors of the Company or its subsidiaries
Conditions for lifting transfer restrictionsThe eligible directors must continuously hold the position of director of the Company or its subsidiaries throughout the service provision period, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year. In the event of retirement due to death or another reason deemed legitimate by the Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationAt the end of the restricted period, the company will acquire without consideration any of the allocated shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 40,824 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥25,698,707
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution 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 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 encourage initiatives aimed at enhancing corporate value over the medium to long term and to promote further value sharing with shareholders. The Company also took into consideration the purpose of the system, the scope of responsibilities of each eligible director, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nihon M&A Center Holdings Inc. (2127) timely disclosure | Komori