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Share Issuance and Disposal3891NIPPON KODOSHI CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

ニッポン高度紙工業 resolved to dispose of 2,188 treasury shares as restricted stock compensation for 4 directors, excluding outside directors. The disposal price is ¥9,590 per share, for a total disposal amount of ¥20,982,920.

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Direction
Neutral
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Scale
2188
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,188Shares

2,188 common shares (treasury shares)

4 of the Company's directors, excluding outside directors2,188 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥9,590 per share
Total issue value

¥20,982,920

Amount of funds to be raised
Total amount paid in through an in-kind contribution of monetary claims: ¥20,982,920; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims of up to ¥50 million per year. The total monetary claims for this allotment are ¥20,982,920.
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 23 July 2026 until immediately after the eligible person resigns or retires from any position as a director of the Company or one of its subsidiaries, an executive officer who does not concurrently serve as a director, a corporate auditor, an employee, or any other equivalent position
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible person continuously holds the prescribed position from the date on which the person begins performing duties until immediately before the conclusion of the first Ordinary General Meeting of Shareholders held thereafter. If the person resigns or retires upon expiration of the term of office, reaching the mandatory retirement age, or for another legitimate reason, the transfer restrictions will be lifted immediately after the resignation or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the eligible person resigns or retires for a reason other than a legitimate reason, and there are shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or when the transfer restrictions are lifted, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 2,188 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any way. The transfer restriction period runs from 23 July 2026 until immediately after the eligible person resigns or retires from the relevant position at the Company or one of its subsidiaries.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥9,590. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Committee.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is Not disclosed
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 of2,188 common shares (treasury shares)
Issue price and disposal price¥9,590 per share
Total issue value¥20,982,920
Amount of funds to be raisedTotal amount paid in through an in-kind contribution of monetary claims: ¥20,982,920; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 2,188 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any way. The transfer restriction period runs from 23 July 2026 until immediately after the eligible person resigns or retires from the relevant position at the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥9,590. No discount or premium rate was disclosed.
Transfer restriction periodFrom 23 July 2026 until immediately after the eligible person resigns or retires from any position as a director of the Company or one of its subsidiaries, an executive officer who does not concurrently serve as a director, a corporate auditor, an employee, or any other equivalent position
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible person continuously holds the prescribed position from the date on which the person begins performing duties until immediately before the conclusion of the first Ordinary General Meeting of Shareholders held thereafter. If the person resigns or retires upon expiration of the term of office, reaching the mandatory retirement age, or for another legitimate reason, the transfer restrictions will be lifted immediately after the resignation or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the eligible person resigns or retires for a reason other than a legitimate reason, and there are shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or when the transfer restrictions are lifted, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 2,188 shares
Total Stock-Based CompensationMonetary claims of up to ¥50 million per year. The total monetary claims for this allotment are ¥20,982,920.
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Committee.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (12)
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 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 the eligible directors with an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The purpose is also to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIPPON KODOSHI CORPORATION (3891) timely disclosure | Komori