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Share Issuance and Disposal5333NGK CorporationConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 119,500 treasury shares as restricted stock compensation for its directors and executive officers. The recipients will be 6 directors and 23 executive officers, and the payment date is 21 July 2026.

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Direction
Neutral
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Scale
119500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much119,500Shares

119,500 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)6 / 43,500 shares
The Company’s executive officers who do not concurrently serve as directors (excluding executive officers who are non-temporary residents overseas)23 / 76,000 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.

¥7,473 per share
Total issue value

¥893,023,500

Amount of funds to be raised
Total payment amount: ¥893,023,500; estimated net proceeds: ¥0, as the shares will be paid for through an in-kind contribution of monetary compensation receivables from the recipients
Total Stock-Based Compensation
Total monetary compensation receivables: ¥893,023,500. The total amount of monetary compensation receivables for the eligible directors is capped at ¥400 million per year.
Specific use of funds
Not applicable (the shares will be disposed of through an in-kind contribution of monetary receivables granted to the recipients, and no funds will be raised by the Company)
発行済株式総数

No increase (disposal of treasury shares only)

Not applicable (disposal of treasury shares only)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 21 July 2026 until immediately after the recipient ceases to hold any of the positions of director of the Company, executive officer who does not concurrently serve as a director, Audit & Supervisory Board Member, full-time senior advisor or special advisor
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds an eligible position during the service period from the date on which the recipient begins performing duties until immediately before the conclusion of the first Ordinary General Meeting of Shareholders thereafter. If the recipient leaves the position for a justifiable reason, the restrictions will be lifted with respect to the number of shares corresponding to the period in office.
Reason for acquisition without consideration
If the recipient engages in an act that violates laws or regulations during the transfer restriction period, or falls under any other specified event set forth in the restricted stock allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 43,500 shares, Category The Company’s executive officers who do not concurrently serve as directors (excluding non-temporary overseas residents) / Number of Employees 23 / Number of allocated shares 76,000 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 3 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥7,473. The amount was determined based on the closing price and within a range that would not constitute a particularly favorable price.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nomination and Compensation Advisory Committee for consultation.
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 of119,500 common shares of the Company (treasury shares)
Issue price and disposal price¥7,473 per share
Total issue value¥893,023,500
Amount of funds to be raisedTotal payment amount: ¥893,023,500; estimated net proceeds: ¥0, as the shares will be paid for through an in-kind contribution of monetary compensation receivables from the recipients
Specific use of fundsNot applicable (the shares will be disposed of through an in-kind contribution of monetary receivables granted to the recipients, and no funds will be raised by the Company)
Payment date21 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of Shares 43,500 shares, Name The Company’s executive officers who do not concurrently serve as directors (excluding executive officers who are non-temporary residents overseas) / Number of Employees 23 / Number of Shares 76,000 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesNo increase (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 3 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥7,473. The amount was determined based on the closing price and within a range that would not constitute a particularly favorable price.
Transfer restriction periodFrom 21 July 2026 until immediately after the recipient ceases to hold any of the positions of director of the Company, executive officer who does not concurrently serve as a director, Audit & Supervisory Board Member, full-time senior advisor or special advisor
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds an eligible position during the service period from the date on which the recipient begins performing duties until immediately before the conclusion of the first Ordinary General Meeting of Shareholders thereafter. If the recipient leaves the position for a justifiable reason, the restrictions will be lifted with respect to the number of shares corresponding to the period in office.
Reason for acquisition without considerationIf the recipient engages in an act that violates laws or regulations during the transfer restriction period, or falls under any other specified event set forth in the restricted stock allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 43,500 shares, Category The Company’s executive officers who do not concurrently serve as directors (excluding non-temporary overseas residents) / Number of Employees 23 / Number of allocated shares 76,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥893,023,500. The total amount of monetary compensation receivables for the eligible directors is capped at ¥400 million per year.
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Advisory Committee for consultation.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (9)
Estimated issuance expensesExercise 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 increase sensitivity to the share price, share with shareholders the benefits and risks arising from share price movements, and enhance motivation to improve corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NGK Corporation (5333) timely disclosure | Komori