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

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,000 treasury shares as restricted stock compensation to 9 executive officers and 16 employees. The shares will be allocated on 10 September 2026 and will be subject to a 3-year transfer restriction.

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Scale
13000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,000Shares

13,000 common shares of the Company (treasury shares)

9 executive officers of the Company6,300 shares
16 employees of the Company6,700 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.

¥1,202 per share
Total issue value

¥15,626,000

Amount of funds to be raised
Total payment amount: ¥15,626,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥15,626,000
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase.

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 10 September 2026 through 9 September 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the eligible recipient continuously holds a position as a director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period, all transfer restrictions on the allocated shares will be lifted upon expiration of the period. In the event of resignation or retirement for a valid reason, the restrictions will be lifted on the number of shares corresponding to the number of months of service.
Reason for acquisition without consideration
If any of the allocated shares remain subject to transfer restrictions when the restrictions are lifted. In the event of a corporate reorganization, including a merger in which the Company is the disappearing company, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Category Executive officers of the Company / Number of Employees 9 / Number of allocated shares 6,300 shares, Category The Company's employees / Number of Employees 16 / Number of allocated shares 6,700 shares
Intended allottee's holding policy
From 10 September 2026 through 9 September 2029, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
10 September 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 24 August 2026, the business day immediately preceding the Board of Directors' resolution, was ¥1,202. The discount and premium rates are both 0%.
Most recent equity financing
15 May 2024: Notice Regarding Introduction of a Restricted Stock Compensation Plan (plan introduced; amount: Not disclosed)
Impact on Business Performance
The specific impact of this disposal of treasury shares on business performance 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 of13,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,202 per share
Total issue value¥15,626,000
Amount of funds to be raisedTotal payment amount: ¥15,626,000; estimated net proceeds: Not disclosed
Payment date10 September 2026
Intended allotteeCategory 9 executive officers of the Company / Number of Shares 6,300 shares, Category 16 employees of the Company / Number of Shares 6,700 shares
Intended allottee's holding policyFrom 10 September 2026 through 9 September 2029, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 August 2026, the business day immediately preceding the Board of Directors' resolution, was ¥1,202. The discount and premium rates are both 0%.
Transfer restriction periodFrom 10 September 2026 through 9 September 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the eligible recipient continuously holds a position as a director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries during the transfer restriction period, all transfer restrictions on the allocated shares will be lifted upon expiration of the period. In the event of resignation or retirement for a valid reason, the restrictions will be lifted on the number of shares corresponding to the number of months of service.
Reason for acquisition without considerationIf any of the allocated shares remain subject to transfer restrictions when the restrictions are lifted. In the event of a corporate reorganization, including a merger in which the Company is the disappearing company, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Executive officers of the Company / Number of Employees 9 / Number of allocated shares 6,300 shares, Category The Company's employees / Number of Employees 16 / Number of allocated shares 6,700 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥15,626,000
Most recent equity financing15 May 2024: Notice Regarding Introduction of a Restricted Stock Compensation Plan (plan introduced; amount: Not disclosed)
Impact on Business PerformanceThe specific impact of this disposal of treasury shares on business performance 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 RatioProcedures under the Corporate Code of ConductMajor 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 recipients with an incentive to achieve sustained growth in the Company's corporate value and to promote the sharing of value between the eligible recipients and shareholders.

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