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Share Issuance and Disposal5237NOZAWA CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 17,281 treasury shares to 10 directors as restricted stock compensation. The shares may not be transferred until the recipient retires, and the transfer restrictions will be lifted if certain conditions are met.

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Direction
Neutral
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Scale
17281
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much17,281Shares

17,281 treasury shares

10 directors of the Company, excluding outside directors17,281 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,215 per share
Amount of funds to be raised

Total payment amount: ¥20,996,415; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥20,996,415. Compensation is capped at ¥500 million per year, including a maximum of ¥30 million per year for outside directors.
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 July 2026 until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares held at the end of the period will be lifted, provided that the recipient remains a director through the date of the first annual general meeting of shareholders of the Company held after 22 July 2026. If the recipient retires for a valid reason, the restrictions will be lifted on the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month including the retirement date, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted in accordance with the prescribed number of months.
Reason for acquisition without consideration
If the recipient retires by the day before the date of the first annual general meeting of shareholders, unless the Board of Directors recognizes a valid reason. Also, if any shares remain subject to transfer restrictions when the transfer restriction period expires, or if any shares remain subject to transfer restrictions in the event of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
10 directors of the Company, excluding outside directors; 17,281 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to establish a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period will run from 22 July 2026 until the date on which the recipient retires as a director of the Company.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,215. Discount rate and premium rate: 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 of17,281 treasury shares
Issue price and disposal price¥1,215 per share
Amount of funds to be raisedTotal payment amount: ¥20,996,415; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeName 10 directors of the Company, excluding outside directors / Number of Shares 17,281 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to establish a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period will run from 22 July 2026 until the date on which the recipient retires as a director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,215. Discount rate and premium rate: Not disclosed.
Transfer restriction periodFrom 22 July 2026 until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares held at the end of the period will be lifted, provided that the recipient remains a director through the date of the first annual general meeting of shareholders of the Company held after 22 July 2026. If the recipient retires for a valid reason, the restrictions will be lifted on the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month including the retirement date, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted in accordance with the prescribed number of months.
Reason for acquisition without considerationIf the recipient retires by the day before the date of the first annual general meeting of shareholders, unless the Board of Directors recognizes a valid reason. Also, if any shares remain subject to transfer restrictions when the transfer restriction period expires, or if any shares remain subject to transfer restrictions in the event of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered10 directors of the Company, excluding outside directors; 17,281 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥20,996,415. Compensation is capped at ¥500 million per year, including a maximum of ¥30 million per year for outside directors.
Items this document does not state (15)
Total issue valueEstimated 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NOZAWA CORPORATION (5237) timely disclosure | Komori