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Share Issuance and Disposal2204NAKAMURAYA CO.,LTD.Food

Notice Concerning the Disposal of Treasury Shares for Restricted Stock

The company resolved to dispose of 5,479 treasury shares as restricted stock compensation to 3 directors and 9 executive officers and senior advisers. The recipients will be granted monetary compensation claims totaling ¥17,313,640, all of which will be contributed in kind.

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5479
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,479Shares

5,479 common shares of the company (treasury shares)

3 directors (excluding outside directors)2,125 shares
9 executive officers and senior advisers3,354 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.

¥3,160 per share
Total issue value

¥17,313,640

Amount of funds to be raised
Total payment amount: ¥17,313,640; estimated net proceeds: ¥17,313,640 (there will be no cash proceeds in either case because the shares will be paid for through an in-kind contribution of monetary compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims: ¥17,313,640
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 allotment date) until the date on which the recipients cease to hold either the position of director or executive officer of the company
Conditions for lifting transfer restrictions
All restrictions on the allotted shares will be lifted upon expiration of the restriction period, provided that the recipient continuously holds either the position of director or executive officer of the company from 24 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. All restrictions will also be lifted if the recipient ceases to hold the position due to death, expiration of the term of office or any other reason deemed valid by the Board of Directors.
Reason for acquisition without consideration
At the expiration of the restriction period or other time specified in the agreement, the company will acquire without consideration any allotted shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 2,125 shares, Category Executive officers and senior advisers / Number of Employees 9 / Number of allocated shares 3,354 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which they cease to hold either the position of director or executive officer of the company, the recipients may not transfer the shares, create security interests over them or otherwise dispose of them.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,160. No discount or premium was stated; the price is equal to the closing price.
Procedures under the Corporate Code of Conduct
At the 105th annual general meeting of shareholders held on 26 June 2026, approval was obtained for the introduction of a restricted stock compensation plan, an annual limit of 20,000 shares and ¥50 million, and the execution of restricted stock allotment agreements.
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 of5,479 common shares of the company (treasury shares)
Issue price and disposal price¥3,160 per share
Total issue value¥17,313,640
Amount of funds to be raisedTotal payment amount: ¥17,313,640; estimated net proceeds: ¥17,313,640 (there will be no cash proceeds in either case because the shares will be paid for through an in-kind contribution of monetary compensation claims)
Payment date24 July 2026
Intended allotteeName 3 directors (excluding outside directors) / Number of Shares 2,125 shares, Name 9 executive officers and senior advisers / Number of Shares 3,354 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which they cease to hold either the position of director or executive officer of the company, the recipients may not transfer the shares, create security interests over them or otherwise dispose of them.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,160. No discount or premium was stated; the price is equal to the closing price.
Transfer restriction periodFrom 24 July 2026 (the allotment date) until the date on which the recipients cease to hold either the position of director or executive officer of the company
Conditions for lifting transfer restrictionsAll restrictions on the allotted shares will be lifted upon expiration of the restriction period, provided that the recipient continuously holds either the position of director or executive officer of the company from 24 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. All restrictions will also be lifted if the recipient ceases to hold the position due to death, expiration of the term of office or any other reason deemed valid by the Board of Directors.
Reason for acquisition without considerationAt the expiration of the restriction period or other time specified in the agreement, the company will acquire without consideration any allotted shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 2,125 shares, Category Executive officers and senior advisers / Number of Employees 9 / Number of allocated shares 3,354 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥17,313,640
Procedures under the Corporate Code of ConductAt the 105th annual general meeting of shareholders held on 26 June 2026, approval was obtained for the introduction of a restricted stock compensation plan, an annual limit of 20,000 shares and ¥50 million, and the execution of restricted stock allotment agreements.
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 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 the recipients with an incentive to sustainably enhance corporate value and promote the sharing of value between the directors and shareholders. The company also took into account its performance, the scope of the responsibilities of each allottee and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares for Restricted Stock | NAKAMURAYA CO.,LTD. (2204) timely disclosure | Komori