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Share Issuance and Disposal4658Nippon Air Conditioning Services Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 47,500 treasury shares as restricted stock compensation to a total of 15 directors, Senior Executive Officers and Executive Officers. The disposal price is ¥1,603 per share, and the payment date is 10 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much47,500Shares

47,500 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)4 / 21,000 shares
Senior Executive Officers of the Company3 / 10,800 shares
The Company's executive officers8 independent officers / 15,700 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.

¥1,603 per share
Total issue value

¥76,142,500

Total Stock-Based Compensation
Total monetary remuneration claims: ¥76,142,500. The total amount of monetary remuneration claims granted to the eligible directors is limited to ¥50 million per year.
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 10 August 2026 until the date on which the recipient ceases to hold the position of director of the Company or any other position designated by the Company's Board of Directors.
Conditions for lifting transfer restrictions
Provided that, from the commencement date of the restricted transfer period until the date of the first annual general meeting of shareholders of the Company held thereafter, the recipient continuously holds the position of director of the Company or another position designated by the Company's Board of Directors, all of the allocated shares held by the recipient at the end of the period will be released from the restrictions. If the recipient loses the position for a legitimate reason, a portion of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders of the Company held after the commencement date of the restricted transfer period, the recipient loses the prescribed position without a reason deemed legitimate. If any shares remain subject to restrictions because the conditions for lifting the restrictions have not been met. If the recipient loses the position in connection with a corporate reorganization or similar event and any shares remain subject to restrictions.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 21,000 shares, Category Senior Executive Officers of the Company / Number of Employees 3 / Number of allocated shares 10,800 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 15,700 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, made subject to a security interest, gifted inter vivos, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in an account designated by SMBC Nikko Securities Inc.
Payment date
10 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Company's Board of Directors' resolution, 23 July 2026, was ¥1,603. No discount or premium rate is stated.
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 of47,500 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,603 per share
Total issue value¥76,142,500
Payment date10 August 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 21,000 shares, Category Senior Executive Officers of the Company / Number of Employees 3 / Number of Shares 10,800 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of Shares 15,700 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged, made subject to a security interest, gifted inter vivos, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in an account designated by SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Company's Board of Directors' resolution, 23 July 2026, was ¥1,603. No discount or premium rate is stated.
Transfer restriction periodFrom 10 August 2026 until the date on which the recipient ceases to hold the position of director of the Company or any other position designated by the Company's Board of Directors.
Conditions for lifting transfer restrictionsProvided that, from the commencement date of the restricted transfer period until the date of the first annual general meeting of shareholders of the Company held thereafter, the recipient continuously holds the position of director of the Company or another position designated by the Company's Board of Directors, all of the allocated shares held by the recipient at the end of the period will be released from the restrictions. If the recipient loses the position for a legitimate reason, a portion of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders of the Company held after the commencement date of the restricted transfer period, the recipient loses the prescribed position without a reason deemed legitimate. If any shares remain subject to restrictions because the conditions for lifting the restrictions have not been met. If the recipient loses the position in connection with a corporate reorganization or similar event and any shares remain subject to restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 21,000 shares, Category Senior Executive Officers of the Company / Number of Employees 3 / Number of allocated shares 10,800 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 15,700 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥76,142,500. The total amount of monetary remuneration claims granted to the eligible directors is limited to ¥50 million per year.
Items this document does not state (15)
Amount of funds to be raisedEstimated 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.

The purpose is to enable the recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Air Conditioning Services Co.,Ltd. (4658) timely disclosure | Komori