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Share Issuance and Disposal5279NIHON KOGYO CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,900 treasury shares as restricted stock compensation to 7 directors, excluding outside directors. The transfer restriction period is 3 years, from 9 July 2026 to 8 July 2029.

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8900
Shares
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,900Shares

8,900 common shares of the Company (treasury shares)

7 directors of the Company, excluding outside directors8,900 shares

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

¥1,182 per share
Total issue value

¥10,519,800

Amount of funds to be raised
Total amount paid in: ¥10,519,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥10,519,800. The compensation limit approved by the shareholders' meeting is up to ¥15,000 thousand 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 9 July 2026 to 8 July 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that an eligible director continuously holds one of the positions of director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period, all of the shares allotted under this arrangement will be released from the transfer restrictions when the period expires. In the event of resignation or retirement for a legitimate reason, the restrictions will be released in part in proportion to the number of months in office.
Reason for acquisition without consideration
If any of the shares allotted under this arrangement remain subject to transfer restrictions when the restrictions are released, the Company will acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
7 directors of the Company, excluding outside directors; 8,900 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted during the holder's lifetime or otherwise disposed of. The transfer restriction period runs from 9 July 2026 to 8 July 2029.
Payment date
9 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on the business day immediately preceding the date of the Board of Directors' resolution, 22 June 2026, was ¥1,182. No discount or premium rate is stated.
Impact on Business Performance
No specific impact on performance from this disposal of treasury shares is stated.
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 of8,900 common shares of the Company (treasury shares)
Issue price and disposal price¥1,182 per share
Total issue value¥10,519,800
Amount of funds to be raisedTotal amount paid in: ¥10,519,800; estimated net proceeds: Not disclosed
Payment date9 July 2026
Intended allotteeName 7 directors of the Company, excluding outside directors / Number of Shares 8,900 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted during the holder's lifetime or otherwise disposed of. The transfer restriction period runs from 9 July 2026 to 8 July 2029.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on the business day immediately preceding the date of the Board of Directors' resolution, 22 June 2026, was ¥1,182. No discount or premium rate is stated.
Transfer restriction periodFrom 9 July 2026 to 8 July 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that an eligible director continuously holds one of the positions of director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period, all of the shares allotted under this arrangement will be released from the transfer restrictions when the period expires. In the event of resignation or retirement for a legitimate reason, the restrictions will be released in part in proportion to the number of months in office.
Reason for acquisition without considerationIf any of the shares allotted under this arrangement remain subject to transfer restrictions when the restrictions are released, the Company will acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered7 directors of the Company, excluding outside directors; 8,900 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥10,519,800. The compensation limit approved by the shareholders' meeting is up to ¥15,000 thousand per year.
Impact on Business PerformanceNo specific impact on performance from this disposal of treasury shares is stated.
Items this document does not state (13)
Estimated 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 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 the eligible directors with an incentive to achieve sustainable enhancement of the Company's corporate value and to promote greater sharing of value between the eligible directors and shareholders. The Company also took into consideration the purpose of the system, the Company's performance and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIHON KOGYO CO.,LTD. (5279) timely disclosure | Komori