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Share Issuance and Disposal5257NOVA SYSTEM CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 1,015 treasury shares to 3 directors as restricted stock compensation. The disposal price is ¥2,557 per share, and the payment date is 15 May 2026.

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Neutral
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1015
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,015Shares

1,015 common shares (treasury shares)

3 of the Company's directors, excluding outside directors1,015 shares

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

¥2,557 per share
Total issue value

¥2,595,355

Total Stock-Based Compensation
Total monetary remuneration claims of ¥2,595,355 (annual remuneration limit of ¥30 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 the payment date until the later of the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries, or the date on which the Company's semi-annual securities report for the fiscal year that includes the payment date is filed.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries throughout the service period, all transfer restrictions will be lifted when the transfer restriction period expires. In the event of resignation or retirement for a valid reason, or death, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries without a valid reason. If any shares remain subject to transfer restrictions when the transfer restrictions are lifted.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors), 1,015 shares
Intended allottee's holding policy
The recipients will hold and maintain all of the allocated shares in dedicated accounts until the transfer restrictions are lifted.
Payment date
15 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 the business day immediately preceding the date of the Board of Directors' resolution, 15 April 2026, was ¥2,557. There is no discount or premium.
Procedures under the Corporate Code of Conduct
At the 43rd Annual General Meeting of Shareholders held on 27 March 2025, approval was obtained for total monetary remuneration claims of ¥30 million or less per year, a maximum of 12,000 common shares per year, and the transfer restriction period and other related matters.
Most recent equity financing
Timing 13 February 2025 / Type Introduction of a Restricted Stock Compensation Plan / Amount 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 of1,015 common shares (treasury shares)
Issue price and disposal price¥2,557 per share
Total issue value¥2,595,355
Payment date15 May 2026
Intended allotteeName 3 of the Company's directors, excluding outside directors / Number of Shares 1,015 shares
Intended allottee's holding policyThe recipients will hold and maintain all of the allocated shares in dedicated accounts until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 15 April 2026, was ¥2,557. There is no discount or premium.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries, or the date on which the Company's semi-annual securities report for the fiscal year that includes the payment date is filed.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries throughout the service period, all transfer restrictions will be lifted when the transfer restriction period expires. In the event of resignation or retirement for a valid reason, or death, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or any of its subsidiaries without a valid reason. If any shares remain subject to transfer restrictions when the transfer restrictions are lifted.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors), 1,015 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥2,595,355 (annual remuneration limit of ¥30 million or less)
Procedures under the Corporate Code of ConductAt the 43rd Annual General Meeting of Shareholders held on 27 March 2025, approval was obtained for total monetary remuneration claims of ¥30 million or less per year, a maximum of 12,000 common shares per year, and the transfer restriction period and other related matters.
Most recent equity financingTiming 13 February 2025 / Type Introduction of a Restricted Stock Compensation Plan / Amount Not disclosed
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 RatioMajor 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 foster a greater sense of management involvement by having the eligible directors own the Company's shares, promote sustained growth in corporate value and the sharing of value with shareholders, and enhance corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NOVA SYSTEM CO.,LTD. (5257) timely disclosure | Komori