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Share Issuance and Disposal5033Nulab Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 14,253 treasury shares to 3 directors as restricted stock compensation. The shares may not be transferred until the recipient retires or otherwise leaves the Company, and the restrictions will be lifted subject to continued service for a specified period.

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Neutral
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Scale
14253
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,253Shares

14,253 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)2 / 12,958 shares
The Company's outside directors1 / 1,295 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.

¥926 per share
Total issue value

¥13,198,278 (total disposal value)

Amount of funds to be raised
Total payment amount: ¥0; estimated net proceeds: ¥0 (no monetary payment is required because the shares are granted at no cost)
Total Stock-Based Compensation
Up to ¥14,520 thousand per year (of which up to ¥1,320 thousand per year is for outside directors)
発行済株式総数

Not applicable (disposal of treasury shares only)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 the allotment date until the later of the date on which the recipient retires or otherwise leaves the position of director of the Company or another position designated by the Board of Directors, or the date on which the annual securities report for the fiscal year that includes the allotment date is filed (or, if the allotment date falls within 6 months of the start of the fiscal year, the date on which the semiannual report is filed).
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted when the transfer restriction period expires, provided that the recipient remains continuously in the prescribed position throughout the service period (from the month following the month that includes the annual general meeting of shareholders immediately preceding the allotment date until the conclusion of the first annual general meeting of shareholders thereafter). In the event of retirement or other departure for a valid reason, or death, the restrictions will be lifted for the number of shares corresponding to the number of months in office. In the event of a reorganization or other similar event, the restrictions will also be lifted according to the prescribed number of months.
Reason for acquisition without consideration
If the recipient retires or otherwise leaves the prescribed position without a valid reason during the transfer restriction period, if any shares remain subject to the restrictions when the transfer restrictions are lifted, or if any shares remain subject to the restrictions due to a reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of allocated shares 12,958 shares, Category The Company's outside directors / Number of Employees 1 / Number of allocated shares 1,295 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, all of the allotted shares will be held and maintained in a dedicated account designated by the Company. The transfer restriction period will continue until the later of the date on which the recipient retires or otherwise leaves the position of director of the Company or another position designated by the Board of Directors, or the date on which the prescribed annual securities report or other applicable report is filed.
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 14 July 2026, the business day immediately preceding the date of the resolution to allot the shares, was ¥926. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 23rd Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the total number of shares and the compensation framework under the plan. The disposal was resolved at the Board of Directors meeting held on 15 July 2026.
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 of14,253 common shares of the Company (treasury shares)
Issue price and disposal price¥926 per share
Total issue value¥13,198,278 (total disposal value)
Amount of funds to be raisedTotal payment amount: ¥0; estimated net proceeds: ¥0 (no monetary payment is required because the shares are granted at no cost)
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of Shares 12,958 shares, Name The Company's outside directors / Number of Employees 1 / Number of Shares 1,295 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, all of the allotted shares will be held and maintained in a dedicated account designated by the Company. The transfer restriction period will continue until the later of the date on which the recipient retires or otherwise leaves the position of director of the Company or another position designated by the Board of Directors, or the date on which the prescribed annual securities report or other applicable report is filed.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 14 July 2026, the business day immediately preceding the date of the resolution to allot the shares, was ¥926. No discount or premium applies.
Transfer restriction periodFrom the allotment date until the later of the date on which the recipient retires or otherwise leaves the position of director of the Company or another position designated by the Board of Directors, or the date on which the annual securities report for the fiscal year that includes the allotment date is filed (or, if the allotment date falls within 6 months of the start of the fiscal year, the date on which the semiannual report is filed).
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted when the transfer restriction period expires, provided that the recipient remains continuously in the prescribed position throughout the service period (from the month following the month that includes the annual general meeting of shareholders immediately preceding the allotment date until the conclusion of the first annual general meeting of shareholders thereafter). In the event of retirement or other departure for a valid reason, or death, the restrictions will be lifted for the number of shares corresponding to the number of months in office. In the event of a reorganization or other similar event, the restrictions will also be lifted according to the prescribed number of months.
Reason for acquisition without considerationIf the recipient retires or otherwise leaves the prescribed position without a valid reason during the transfer restriction period, if any shares remain subject to the restrictions when the transfer restrictions are lifted, or if any shares remain subject to the restrictions due to a reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of allocated shares 12,958 shares, Category The Company's outside directors / Number of Employees 1 / Number of allocated shares 1,295 shares
Total Stock-Based CompensationUp to ¥14,520 thousand per year (of which up to ¥1,320 thousand per year is for outside directors)
Procedures under the Corporate Code of ConductAt the 23rd Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the total number of shares and the compensation framework under the plan. The disposal was resolved at the Board of Directors meeting held on 15 July 2026.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsPayment dateTotal 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 provide directors with an incentive to increase corporate value and promote the sharing of value with shareholders over the medium to long term. The Company also considered the purpose of the plan, its business performance and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nulab Inc. (5033) timely disclosure | Komori