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Share Issuance and Disposal5079NOVAC CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

NOVAC CO.,LTD. resolved to dispose of 3,750 treasury shares as restricted stock compensation to 6 directors and 7 executive officers. The disposal price is ¥2,612 per share, for a total of ¥9,795,000.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,750Shares

3,750 common shares (treasury shares)

6 of the Company's directors, excluding outside directors2,350 shares
7 executive officers of the Company1,400 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.

¥2,612 per share
Total issue value

¥9,795,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥9,795,000. The maximum annual amount of compensation approved at the general meeting of shareholders is ¥100 million or less.
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 28 August 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries. However, if that date falls on or before 31 July 2027, the restriction will continue until 1 August 2027.
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company or any of its subsidiaries until the date of the first annual general meeting of shareholders of the Company held after the commencement date of this restricted period. If the recipient ceases to hold such a position for a valid reason, the restrictions will be lifted in part according to the number of months of service.
Reason for acquisition without consideration
If the recipient ceases to hold such a position before the day preceding the first annual general meeting of shareholders of the Company, other than due to expiry of the term of office, reaching retirement age, death or another valid reason. If any shares remain subject to the transfer restrictions when the restricted period expires. If any shares remain subject to the transfer restrictions because the restrictions are not lifted due to a corporate reorganization or similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 2,350 shares, Category The Company's executive officers / Number of Employees 7 / Number of allocated shares 1,400 shares
Intended allottee's holding policy
Until the restrictions on transfer are lifted, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of, and must be held and maintained in a designated account at Tokai Tokyo Securities Co., Ltd.
Payment date
28 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 29 July 2026 was ¥2,612. The closing price on the business day immediately preceding the resolution date was adopted, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 61st Annual General Meeting of Shareholders held on 30 July 2025, approval was obtained for the introduction of a restricted stock compensation plan and the maximum total amount of compensation and number of shares, among other matters.
Impact on Business Performance
No impact of this matter on business performance 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 of3,750 common shares (treasury shares)
Issue price and disposal price¥2,612 per share
Total issue value¥9,795,000
Payment date28 August 2026
Intended allotteeCategory 6 of the Company's directors, excluding outside directors / Number of Shares 2,350 shares, Category 7 executive officers of the Company / Number of Shares 1,400 shares
Intended allottee's holding policyUntil the restrictions on transfer are lifted, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of, and must be held and maintained in a designated account at Tokai Tokyo Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 29 July 2026 was ¥2,612. The closing price on the business day immediately preceding the resolution date was adopted, with no discount or premium.
Transfer restriction periodFrom 28 August 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries. However, if that date falls on or before 31 July 2027, the restriction will continue until 1 August 2027.
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company or any of its subsidiaries until the date of the first annual general meeting of shareholders of the Company held after the commencement date of this restricted period. If the recipient ceases to hold such a position for a valid reason, the restrictions will be lifted in part according to the number of months of service.
Reason for acquisition without considerationIf the recipient ceases to hold such a position before the day preceding the first annual general meeting of shareholders of the Company, other than due to expiry of the term of office, reaching retirement age, death or another valid reason. If any shares remain subject to the transfer restrictions when the restricted period expires. If any shares remain subject to the transfer restrictions because the restrictions are not lifted due to a corporate reorganization or similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 2,350 shares, Category The Company's executive officers / Number of Employees 7 / Number of allocated shares 1,400 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥9,795,000. The maximum annual amount of compensation approved at the general meeting of shareholders is ¥100 million or less.
Procedures under the Corporate Code of ConductAt the 61st Annual General Meeting of Shareholders held on 30 July 2025, approval was obtained for the introduction of a restricted stock compensation plan and the maximum total amount of compensation and number of shares, among other matters.
Impact on Business PerformanceNo impact of this matter on business performance is stated.
Items this document does not state (13)
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 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 an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NOVAC CO.,LTD. (5079) timely disclosure | Komori