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Share Issuance and Disposal3105Nisshinbo Holdings Inc.Electrical Equipment and Precision Instruments

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company will issue 31,600 newly issued ordinary shares subject to transfer restrictions to 71 directors, employees and others, with monetary remuneration claims contributed in kind. The shares will be issued on 19 May 2026 and may not be transferred until 19 May 2029.

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60In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
31600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much31,600Shares

31,600 newly issued shares

3 directors of the Company, excluding outside directors4,660 shares
45 executive officers and employees of the Company16,935 shares
23 executive officers of the Company’s subsidiaries10,005 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.

¥1,820 per share
Total issue value

¥57,512,000

Amount of funds to be raised
Total payment amount: ¥57,512,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims and monetary claims: ¥57,512,000. Total annual remuneration, etc. for directors is limited to ¥40 million.
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
19 May 2026 to 19 May 2029 (3 years)
Conditions for lifting transfer restrictions
From the start date of the transfer restriction period, the recipient must continuously hold one of the following positions through the specified date: director, executive officer or employee of the Company or one of its subsidiaries. If the recipient leaves office or employment for a valid reason or due to death, part of the restrictions will be lifted based on the period of service, while the remaining shares will be acquired by the Company without consideration. No performance or share price conditions are specified.
Reason for acquisition without consideration
If the recipient leaves office or employment before the specified period for any reason other than a valid reason or death, if any shares are not eligible for the lifting of transfer restrictions, or if the transfer restrictions are not lifted due to a corporate reorganization or other event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 4,660 shares, Category Executive officers and employees of the Company / Number of Employees 45 / Number of allocated shares 16,935 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 23 / Number of allocated shares 10,005 shares
Intended allottee's holding policy
From 19 May 2026 through 19 May 2029, the shares may not be transferred, pledged, made subject to a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any way.
Payment date
19 May 2026
Basis for determining the amount to be paid
The closing price of the Company’s ordinary shares on the Tokyo Stock Exchange on 17 April 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,820. The discount and premium rates were equivalent to 0% (the closing price itself).
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 of31,600 newly issued shares
Issue price and disposal price¥1,820 per share
Total issue value¥57,512,000
Amount of funds to be raisedTotal payment amount: ¥57,512,000; estimated net proceeds: Not disclosed
Payment date19 May 2026
Intended allotteeName 3 directors of the Company, excluding outside directors / Number of Shares 4,660 shares, Name 45 executive officers and employees of the Company / Number of Shares 16,935 shares, Name 23 executive officers of the Company’s subsidiaries / Number of Shares 10,005 shares
Intended allottee's holding policyFrom 19 May 2026 through 19 May 2029, the shares may not be transferred, pledged, made subject to a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any way.
Basis for determining the amount to be paidThe closing price of the Company’s ordinary shares on the Tokyo Stock Exchange on 17 April 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,820. The discount and premium rates were equivalent to 0% (the closing price itself).
Transfer restriction period19 May 2026 to 19 May 2029 (3 years)
Conditions for lifting transfer restrictionsFrom the start date of the transfer restriction period, the recipient must continuously hold one of the following positions through the specified date: director, executive officer or employee of the Company or one of its subsidiaries. If the recipient leaves office or employment for a valid reason or due to death, part of the restrictions will be lifted based on the period of service, while the remaining shares will be acquired by the Company without consideration. No performance or share price conditions are specified.
Reason for acquisition without considerationIf the recipient leaves office or employment before the specified period for any reason other than a valid reason or death, if any shares are not eligible for the lifting of transfer restrictions, or if the transfer restrictions are not lifted due to a corporate reorganization or other event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 4,660 shares, Category Executive officers and employees of the Company / Number of Employees 45 / Number of allocated shares 16,935 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 23 / Number of allocated shares 10,005 shares
Total Stock-Based CompensationTotal monetary remuneration claims and monetary claims: ¥57,512,000. Total annual remuneration, etc. for directors is limited to ¥40 million.
Items this document does not state (14)
Estimated 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Nisshinbo Holdings Inc. (3105) timely disclosure | Komori