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Share Issuance and Disposal2871NICHIREI CORPORATIONFood

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The company resolved to issue 51,084 common shares to 11 directors and executive officers as restricted stock compensation. The shares generally may not be transferred for 30 years.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much51,084Shares

51,084 common shares (new shares)

6 of the Company's directors, excluding outside directors39,038 shares
5 of the Company's executive officers who do not concurrently serve as directors12,046 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.

¥2,104 per share
Total issue value

¥107,480,736

Amount of funds to be raised
Total payment amount: ¥107,480,736; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥107,480,736. The annual cap on total compensation for directors is ¥150 million or less.
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
23 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
Subject to continuously holding a position as either a director of the company or an executive officer who does not concurrently serve as a director during the restriction period, all restrictions will be lifted upon expiration of the period. If the recipient leaves office or retires due to expiration of the term, reaching the retirement age or another legitimate reason, the restrictions will be lifted based on a specified calculation method.
Reason for acquisition without consideration
If, during the restriction period, the recipient engages in a violation of laws or regulations or otherwise falls under certain events specified in the restricted stock allotment agreement, the company will acquire all of the shares without consideration. The company will also acquire without consideration any shares for which the restrictions have not been lifted at the expiration of the restriction period or when the restrictions are otherwise lifted.
Categories and Number of Persons Covered
6 of the Company's directors (excluding outside directors), 39,038 shares; 5 of the Company's executive officers who do not concurrently serve as directors, 12,046 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any manner. The restriction period runs from 23 July 2026 to 23 July 2056.
Payment date
23 July 2026
Basis for determining the amount to be paid
The issue price is ¥2,104, obtained by rounding up the first decimal place of the closing price of ¥2,103.5 on the Tokyo Stock Exchange Prime Market on 23 June 2026. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
At the 108th Annual General Meeting of Shareholders held on 24 June 2026, the amendment to the restricted stock compensation plan was approved.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of51,084 common shares (new shares)
Issue price and disposal price¥2,104 per share
Total issue value¥107,480,736
Amount of funds to be raisedTotal payment amount: ¥107,480,736; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName 6 of the Company's directors, excluding outside directors / Number of Shares 39,038 shares, Name 5 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 12,046 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any manner. The restriction period runs from 23 July 2026 to 23 July 2056.
Basis for determining the amount to be paidThe issue price is ¥2,104, obtained by rounding up the first decimal place of the closing price of ¥2,103.5 on the Tokyo Stock Exchange Prime Market on 23 June 2026. The discount rate and premium rate are Not disclosed.
Transfer restriction period23 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsSubject to continuously holding a position as either a director of the company or an executive officer who does not concurrently serve as a director during the restriction period, all restrictions will be lifted upon expiration of the period. If the recipient leaves office or retires due to expiration of the term, reaching the retirement age or another legitimate reason, the restrictions will be lifted based on a specified calculation method.
Reason for acquisition without considerationIf, during the restriction period, the recipient engages in a violation of laws or regulations or otherwise falls under certain events specified in the restricted stock allotment agreement, the company will acquire all of the shares without consideration. The company will also acquire without consideration any shares for which the restrictions have not been lifted at the expiration of the restriction period or when the restrictions are otherwise lifted.
Categories and Number of Persons Covered6 of the Company's directors (excluding outside directors), 39,038 shares; 5 of the Company's executive officers who do not concurrently serve as directors, 12,046 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥107,480,736. The annual cap on total compensation for directors is ¥150 million or less.
Procedures under the Corporate Code of ConductAt the 108th Annual General Meeting of Shareholders held on 24 June 2026, the amendment to the restricted stock compensation plan was approved.
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 facilitate the medium- to long-term sharing of shareholder value and further motivate the eligible directors and other recipients in connection with the review of the executive compensation system.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | NICHIREI CORPORATION (2871) timely disclosure | Komori