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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 Stock-Based Compensation for Directors and an Incentive Plan for Employees

The Company resolved to dispose of 3,577,200 treasury shares through a third-party allotment to the Executive Compensation BIP Trust and the Employee Stock Ownership Plan (ESOP) Trust. The shares will be delivered to eligible directors and employees through the trusts.

Worth reading
51Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
3577200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (for the Executive Compensation BIP Trust and Stock Grant ESOP Trust)

Who receives how much

3,577,200 common shares (588,500 shares for the Executive Compensation BIP Trust Account and 2,988,700 shares for the Stock Grant ESOP Trust Account)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)588,500 shares
The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)2,988,700 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.

¥696.5 per share
Total issue value

¥2,491,519,800

発行済株式総数

1.06% of total shares issued and 1.13% of the total number of voting rights as of 31 March 2026

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.

Categories and Number of Persons Covered
Eligible directors and employees. The number of eligible individuals is not disclosed.
Intended allottee's holding policy
Under the plan, the shares will be delivered to eligible directors and employees during the trust period. The shares are not expected to enter the stock market all at once.
Payment date
17 August 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 29 July 2026, ¥696.5. The closing price on the business day preceding the Board of Directors' resolution was used; no discount or premium is disclosed.
Procedures under the Corporate Code of Conduct
At the 35th Annual General Meeting of Shareholders held on 25 June 2026, shareholders approved a proposal concerning the introduction of the BIP Trust. In addition, the trust administrator is an independent third party with no interest in the Company.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (for the Executive Compensation BIP Trust and Stock Grant ESOP Trust)
Number of shares to be issued or disposed of3,577,200 common shares (588,500 shares for the Executive Compensation BIP Trust Account and 2,988,700 shares for the Stock Grant ESOP Trust Account)
Issue price and disposal price¥696.5 per share
Total issue value¥2,491,519,800
Payment date17 August 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 588,500 shares, Name The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants) / Number of Shares 2,988,700 shares
Intended allottee's holding policyUnder the plan, the shares will be delivered to eligible directors and employees during the trust period. The shares are not expected to enter the stock market all at once.
Dilution Rate1.06% of total shares issued and 1.13% of the total number of voting rights as of 31 March 2026
Total number of issued shares336,934,800 shares → 336,934,800 shares(0%)
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 29 July 2026, ¥696.5. The closing price on the business day preceding the Board of Directors' resolution was used; no discount or premium is disclosed.
Categories and Number of Persons CoveredEligible directors and employees. The number of eligible individuals is not disclosed.
Procedures under the Corporate Code of ConductAt the 35th Annual General Meeting of Shareholders held on 25 June 2026, shareholders approved a proposal concerning the introduction of the BIP Trust. In addition, the trust administrator is an independent third party with no interest in the Company.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 align the compensation of eligible directors with share value and increase their motivation to improve performance over the medium to long term by sharing returns and risks with shareholders. In addition, to foster a sense of belonging and participation in management among eligible employees and increase their awareness of improving performance and raising the share price over the medium to long term, thereby enhancing corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Stock-Based Compensation for Directors and an Incentive Plan for Employees | Nihon M&A Center Holdings Inc. (2127) timely disclosure | Komori