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Share Issuance and Disposal3940Nomura System Corporation Co,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 961,400 treasury shares as restricted stock to 134 employees. The shares generally may not be transferred for approximately 5 years, and the transfer restrictions will be lifted if conditions such as continued employment are met.

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Direction
Neutral
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Scale
961400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much961,400Shares

961,400 shares of the Company’s common stock (treasury shares)

134 employees of the Company961,400 shares

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

¥117 per share
Total issue value

¥112,483,800

Amount of funds to be raised
Total payment amount: ¥112,483,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥112,483,800
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
25 September 2026 to 31 August 2031 (approximately 5 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains an employee of the Company throughout the transfer restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the period. If the recipient retires upon reaching the mandatory retirement age or for another reason deemed valid by the Board of Directors, part of the transfer restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without consideration
If the recipient retires without a valid reason before expiration of the transfer restriction period, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration all shares whose transfer restrictions have not been lifted upon expiration of the period or upon retirement for a valid reason. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered
134 employees of the Company, 961,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. If conditions such as continued employment are met, the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Payment date
25 September 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 6 August 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥117. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The Company will file an extraordinary report under the Financial Instruments and Exchange Act. Whether an independent third-party opinion will be obtained and whether shareholders’ intentions will be confirmed are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock
Number of shares to be issued or disposed of961,400 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥117 per share
Total issue value¥112,483,800
Amount of funds to be raisedTotal payment amount: ¥112,483,800; estimated net proceeds: Not disclosed
Payment date25 September 2026
Intended allotteeName 134 employees of the Company / Number of Shares 961,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. If conditions such as continued employment are met, the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 6 August 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥117. The discount rate and premium rate are Not disclosed.
Transfer restriction period25 September 2026 to 31 August 2031 (approximately 5 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains an employee of the Company throughout the transfer restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the period. If the recipient retires upon reaching the mandatory retirement age or for another reason deemed valid by the Board of Directors, part of the transfer restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without considerationIf the recipient retires without a valid reason before expiration of the transfer restriction period, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration all shares whose transfer restrictions have not been lifted upon expiration of the period or upon retirement for a valid reason. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered134 employees of the Company, 961,400 shares
Total Stock-Based CompensationTotal monetary claims: ¥112,483,800
Procedures under the Corporate Code of ConductThe Company will file an extraordinary report under the Financial Instruments and Exchange Act. Whether an independent third-party opinion will be obtained and whether shareholders’ intentions will be confirmed are 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 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 increase employees’ awareness of their participation in management, encourage continued employment, promote the sharing of value with shareholders, and enhance corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | Nomura System Corporation Co,Ltd. (3940) timely disclosure | Komori