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Share Issuance and Disposal5161NISHIKAWA RUBBER CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Stock-Based Compensation for Directors and Executive Officers

The Company resolved to dispose of 19,300 treasury shares as restricted stock compensation to 3 directors and 9 executive officers. The total disposal price is ¥61.181 million, and the payment date is 7 August 2026.

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Direction
Neutral
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Scale
19300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,300Shares

19,300 shares of the Company's common stock (disposal of treasury shares, not an issuance of new shares)

Directors who are not Audit & Supervisory Committee members3 / 11,800 shares
Executive officers9 / 7,500 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.

¥3,170 per share
Total issue value

¥61,181,000

Total Stock-Based Compensation
Total monetary compensation receivables: ¥61,181,000
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 payment date until the date on which the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full upon expiration of the restriction period, provided that the eligible director continuously holds the position of director of the Company from the payment date through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the director ceases to hold the position for a valid reason, the restrictions will be lifted for the number of shares corresponding to the period of service. The terms for executive officers are substantially similar.
Reason for acquisition without consideration
At the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Stock Split Ratio2-for-1 stock split, with 1 April 2025 as the record date
Categories and Number of Persons Covered
Category Directors who are not Audit & Supervisory Committee members / Number of Employees 3 / Number of allocated shares 11,800 shares, Category Executive officers / Number of Employees 9 / Number of allocated shares 7,500 shares
Intended allottee's holding policy
The shares may not be transferred, pledged as collateral or otherwise disposed of from the payment date until the date on which the eligible director ceases to hold the position of director of the Company. The executive officers will enter into agreements with substantially similar terms.
Payment date
7 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 15 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,170. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
Approval for the restricted stock compensation plan and the payment of monetary compensation receivables was obtained at the 71st ordinary general meeting of shareholders held on 25 June 2020 and the 77th ordinary general meeting of shareholders held on 25 June 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 of19,300 shares of the Company's common stock (disposal of treasury shares, not an issuance of new shares)
Issue price and disposal price¥3,170 per share
Total issue value¥61,181,000
Payment date7 August 2026
Intended allotteeCategory Directors who are not Audit & Supervisory Committee members / Number of Employees 3 / Number of Shares 11,800 shares, Category Executive officers / Number of Employees 9 / Number of Shares 7,500 shares
Intended allottee's holding policyThe shares may not be transferred, pledged as collateral or otherwise disposed of from the payment date until the date on which the eligible director ceases to hold the position of director of the Company. The executive officers will enter into agreements with substantially similar terms.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,170. No discount or premium was applied.
Transfer restriction periodFrom the payment date until the date on which the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full upon expiration of the restriction period, provided that the eligible director continuously holds the position of director of the Company from the payment date through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the director ceases to hold the position for a valid reason, the restrictions will be lifted for the number of shares corresponding to the period of service. The terms for executive officers are substantially similar.
Reason for acquisition without considerationAt the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors who are not Audit & Supervisory Committee members / Number of Employees 3 / Number of allocated shares 11,800 shares, Category Executive officers / Number of Employees 9 / Number of allocated shares 7,500 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥61,181,000
Stock Split Ratio2-for-1 stock split, with 1 April 2025 as the record date
Procedures under the Corporate Code of ConductApproval for the restricted stock compensation plan and the payment of monetary compensation receivables was obtained at the 71st ordinary general meeting of shareholders held on 25 June 2020 and the 77th ordinary general meeting of shareholders held on 25 June 2026.
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 underwriterOverallotmentMost 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 and executive officers with incentives to achieve sustained growth in corporate value and share value with shareholders. For directors, the purpose is also to provide incentives to prevent damage to corporate value and maintain credibility.

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Notice Concerning the Disposal of Treasury Shares as Stock-Based Compensation for Directors and Executive Officers | NISHIKAWA RUBBER CO.,LTD. (5161) timely disclosure | Komori