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Share Issuance and Disposal5184NICHIRIN CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 15,350 treasury shares to 11 directors and executive officers as restricted stock compensation. The disposal price is ¥4,045 per share, for a total of ¥62,090,750.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much15,350Shares

15,350 common shares of the Company (treasury shares)

Directors of the company5 / 9,250 shares
Executive officers of the Company6 / 6,100 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.

¥4,045 per share
Total issue value

¥62,090,750

Total Stock-Based Compensation
Total monetary compensation receivables of ¥62,090,750 (the total amount of monetary compensation receivables for directors is capped at ¥100 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 22 May 2026 to 21 May 2056 (30 years)
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the restriction period, provided that the recipient has continuously held one of the positions of director, Audit & Supervisory Board member or executive officer of the Company throughout the restriction period. In the event of resignation or retirement for a legitimate reason, or death, the restrictions will be lifted on the number of shares calculated in accordance with the prescribed method.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions immediately after the restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 5 / Number of allocated shares 9,250 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 6,100 shares
Intended allottee's holding policy
The recipients may not transfer, create security interests over, make lifetime gifts of, or otherwise dispose of the shares from 22 May 2026 through 21 May 2056.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 April 2026 was ¥4,045. No discount or premium applies.
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 of15,350 common shares of the Company (treasury shares)
Issue price and disposal price¥4,045 per share
Total issue value¥62,090,750
Payment date22 May 2026
Intended allotteeName Directors of the company / Number of Employees 5 / Number of Shares 9,250 shares, Name Executive officers of the Company / Number of Employees 6 / Number of Shares 6,100 shares
Intended allottee's holding policyThe recipients may not transfer, create security interests over, make lifetime gifts of, or otherwise dispose of the shares from 22 May 2026 through 21 May 2056.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 April 2026 was ¥4,045. No discount or premium applies.
Transfer restriction periodFrom 22 May 2026 to 21 May 2056 (30 years)
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the restriction period, provided that the recipient has continuously held one of the positions of director, Audit & Supervisory Board member or executive officer of the Company throughout the restriction period. In the event of resignation or retirement for a legitimate reason, or death, the restrictions will be lifted on the number of shares calculated in accordance with the prescribed method.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions immediately after the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 5 / Number of allocated shares 9,250 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 6,100 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥62,090,750 (the total amount of monetary compensation receivables for directors is capped at ¥100 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.

To raise directors’ and executive officers’ awareness of their responsibility to contribute to the sustained enhancement of the Company’s corporate value. Shares will also be allocated to the eligible recipients in consideration of the Company’s performance and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NICHIRIN CO.,LTD. (5184) timely disclosure | Komori