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Share Issuance and Disposal5011NICHIREKI GROUP CO.,LTD.Energy Resources

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 45,600 treasury shares to 21 directors, executive officers and others through an in-kind contribution of monetary compensation claims. The shares will be subject to a 30-year transfer restriction.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
45600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much45,600Shares

45,600 common shares of the company (treasury shares)

10 directors of the company, excluding directors who are Audit & Supervisory Committee Members25,400 shares
3 of the Company's directors who are Audit & Supervisory Committee members3,200 shares
8 executive officers and others of the company17,000 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.

¥2,128 per share
Total issue value

¥97,036,800

Amount of funds to be raised
Total payment amount of ¥97,036,800 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation claims of ¥97,036,800
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
30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictions
On the condition that the recipient has continuously held one of the following positions at the company or one of its subsidiaries during the transfer restriction period, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period: director, executive officer, Audit & Supervisory Board Member, adviser, counselor, employee or any equivalent position. In the event of retirement or resignation due to expiration of the term of office or another legitimate reason, the transfer restrictions will be lifted for a number of shares calculated in proportion to the number of months in office.
Reason for acquisition without consideration
The company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted. In the event of a corporate reorganization or similar event, the company will also acquire without consideration any shares for which the transfer restrictions remain after the restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 10 / Number of allocated shares 25,400 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 3,200 shares, Category Executive officers and others of the company / Number of Employees 8 independent officers / Number of allocated shares 17,000 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and all other dispositions are prohibited. The transfer restriction period is 30 years.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,128. 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 of45,600 common shares of the company (treasury shares)
Issue price and disposal price¥2,128 per share
Total issue value¥97,036,800
Amount of funds to be raisedTotal payment amount of ¥97,036,800 (estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allotteeName 10 directors of the company, excluding directors who are Audit & Supervisory Committee Members / Number of Shares 25,400 shares, Name 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 3,200 shares, Name 8 executive officers and others of the company / Number of Shares 17,000 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and all other dispositions are prohibited. The transfer restriction period is 30 years.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,128. No discount or premium rate is stated.
Transfer restriction period30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictionsOn the condition that the recipient has continuously held one of the following positions at the company or one of its subsidiaries during the transfer restriction period, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period: director, executive officer, Audit & Supervisory Board Member, adviser, counselor, employee or any equivalent position. In the event of retirement or resignation due to expiration of the term of office or another legitimate reason, the transfer restrictions will be lifted for a number of shares calculated in proportion to the number of months in office.
Reason for acquisition without considerationThe company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted. In the event of a corporate reorganization or similar event, the company will also acquire without consideration any shares for which the transfer restrictions remain after the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 10 / Number of allocated shares 25,400 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 3,200 shares, Category Executive officers and others of the company / Number of Employees 8 independent officers / Number of allocated shares 17,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥97,036,800
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 provide an incentive to achieve sustained growth in corporate value and promote the sharing of value with shareholders over the medium to long term. The purpose is also to further enhance the motivation of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NICHIREKI GROUP CO.,LTD. (5011) timely disclosure | Komori