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Share Issuance and Disposal3374Naigai Tec CorporationTrading & Wholesale

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

The company resolved to issue 5,316 common shares to 8 directors of the company and its subsidiaries as restricted stock compensation. The total issue price is ¥17,675,700, and the shares may not be transferred for 3 years.

Worth reading
59In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
5316
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much5,316Shares

5,316 common shares

5 directors of the Company, excluding outside directors4,397 shares
3 directors of the Company's subsidiaries919 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.

¥3,325 per share
Total issue value

¥17,675,700

Amount of funds to be raised
Total amount paid in: ¥17,675,700; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥17,675,700. The total annual amount of monetary remuneration claims under the plan is capped at ¥50 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
31 July 2026 to 30 July 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains a director or executive officer of the company or one of its subsidiaries through the date of the first annual general meeting of shareholders of the company or one of its subsidiaries held after 31 July 2026, the transfer restrictions on all shares held at the end of the period will be lifted. The restrictions will also be lifted upon the holder's death or in connection with a corporate reorganization in certain circumstances.
Reason for acquisition without consideration
If the recipient ceases to be a director or executive officer before the day preceding the date of the first annual general meeting of shareholders of the company or one of its subsidiaries held after the start of the transfer restriction period. If any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 4,397 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of allocated shares 919 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The transfer restriction period runs from 31 July 2026 to 30 July 2029.
Payment date
31 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 13 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,325. The discount and premium rates are both 0%.
Impact on Business Performance
The impact of this issuance of new shares on operating performance is Not disclosed
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 of5,316 common shares
Issue price and disposal price¥3,325 per share
Total issue value¥17,675,700
Amount of funds to be raisedTotal amount paid in: ¥17,675,700; estimated net proceeds: Not disclosed
Payment date31 July 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 4,397 shares, Name 3 directors of the Company's subsidiaries / Number of Shares 919 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The transfer restriction period runs from 31 July 2026 to 30 July 2029.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 13 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,325. The discount and premium rates are both 0%.
Transfer restriction period31 July 2026 to 30 July 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains a director or executive officer of the company or one of its subsidiaries through the date of the first annual general meeting of shareholders of the company or one of its subsidiaries held after 31 July 2026, the transfer restrictions on all shares held at the end of the period will be lifted. The restrictions will also be lifted upon the holder's death or in connection with a corporate reorganization in certain circumstances.
Reason for acquisition without considerationIf the recipient ceases to be a director or executive officer before the day preceding the date of the first annual general meeting of shareholders of the company or one of its subsidiaries held after the start of the transfer restriction period. If any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 4,397 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of allocated shares 919 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥17,675,700. The total annual amount of monetary remuneration claims under the plan is capped at ¥50 million.
Impact on Business PerformanceThe impact of this issuance of new shares on operating performance is Not disclosed
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 RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 an incentive to promote the sustained enhancement of corporate value and to advance the sharing of value between directors and shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Naigai Tec Corporation (3374) timely disclosure | Komori