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Share Issuance and Disposal5186Nitta CorporationAutomobiles and transportation equipment

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

The Company resolved to allocate 6,203 treasury shares to 4 directors and 2 executive officers as restricted stock compensation. The recipients will be granted monetary remuneration claims totaling ¥38,644,690, the full amount of which will be contributed in kind.

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6203
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数6,203Shares

6,203 common shares (treasury shares)

Intended allottee
Category 4 directors (excluding outside directors) / Number of Shares Not disclosed, Category 2 executive officers / Number of Shares Not disclosed
¥6,230 per share
Total issue value

¥38,644,690

Amount of funds to be raised
Total payment amount: ¥38,644,690; estimated net proceeds: Not disclosed (no actual funds will be raised because the disposal is made through an in-kind contribution)
Total Stock-Based Compensation
Total monetary remuneration claims: ¥38,644,690. For directors, the limit for monetary remuneration claims is ¥100 million per year.
発行済株式総数

No increase because only treasury shares are being disposed of

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 24 July 2026, the payment date, until the date on which the recipient ceases to be a director, executive officer or an officer as defined in Article 2, item 15 of the Corporation Tax Act (excluding audit & supervisory board members)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full upon expiration of the transfer restriction period, provided that the recipient remains in the relevant position continuously from the payment date until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient loses the position due to expiration of the term of office, death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares calculated by multiplying the number of allocated shares by the number of months from July 2026 through the month including the date the position was lost, divided by 12, with the result capped at 1.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
4 directors (excluding outside directors) and 2 executive officers. The number of shares allocated by category is Not disclosed.
Intended allottee's holding policy
Transfers, the creation of security interests and other dispositions will be prohibited from 24 July 2026 until the date on which the recipient ceases to be a director, executive officer or an officer as defined in Article 2, item 15 of the Corporation Tax Act (excluding audit & supervisory board members).
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 on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,230. The discount and premium rates are Not disclosed (the price is equal to the closing price).
Procedures under the Corporate Code of Conduct
At the 90th ordinary general meeting of shareholders held on 21 June 2019, approval was obtained for the payment of monetary remuneration claims and, among other matters, for limiting the total number of common shares to 50 thousand shares per year.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
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 of6,203 common shares (treasury shares)
Issue price and disposal price¥6,230 per share
Total issue value¥38,644,690
Amount of funds to be raisedTotal payment amount: ¥38,644,690; estimated net proceeds: Not disclosed (no actual funds will be raised because the disposal is made through an in-kind contribution)
Payment date24 July 2026
Intended allotteeCategory 4 directors (excluding outside directors) / Number of Shares Not disclosed, Category 2 executive officers / Number of Shares Not disclosed
Intended allottee's holding policyTransfers, the creation of security interests and other dispositions will be prohibited from 24 July 2026 until the date on which the recipient ceases to be a director, executive officer or an officer as defined in Article 2, item 15 of the Corporation Tax Act (excluding audit & supervisory board members).
Total number of issued sharesNo increase because only treasury shares are being disposed of
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,230. The discount and premium rates are Not disclosed (the price is equal to the closing price).
Transfer restriction periodFrom 24 July 2026, the payment date, until the date on which the recipient ceases to be a director, executive officer or an officer as defined in Article 2, item 15 of the Corporation Tax Act (excluding audit & supervisory board members)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full upon expiration of the transfer restriction period, provided that the recipient remains in the relevant position continuously from the payment date until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient loses the position due to expiration of the term of office, death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares calculated by multiplying the number of allocated shares by the number of months from July 2026 through the month including the date the position was lost, divided by 12, with the result capped at 1.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered4 directors (excluding outside directors) and 2 executive officers. The number of shares allocated by category is Not disclosed.
Total Stock-Based CompensationTotal monetary remuneration claims: ¥38,644,690. For directors, the limit for monetary remuneration claims is ¥100 million per year.
Procedures under the Corporate Code of ConductAt the 90th ordinary general meeting of shareholders held on 21 June 2019, approval was obtained for the payment of monetary remuneration claims and, among other matters, for limiting the total number of common shares to 50 thousand shares per year.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 directors and executive officers with incentives to sustainably enhance corporate value and shareholder value over the medium to long term, and to promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | Nitta Corporation (5186) timely disclosure | Komori