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Share Issuance and Disposal5393NICHIAS CORPORATIONConstruction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Executive Officers

The Board of Directors resolved to dispose of 25,099 treasury shares as restricted stock compensation to 4 directors and 12 executive officers. The shares will be subject to restrictions on transfer and other dispositions for a specified period.

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Neutral
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Scale
25099
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,099Shares

25,099 common shares of the Company (treasury shares)

4 directors of the Company18,960 shares
12 executive officers of the Company6,139 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.

¥3,709 per share
Total issue value

¥93,092,191

Amount of funds to be raised
As the consideration consists of an in-kind contribution of monetary compensation receivables, the Company will not raise any cash. Total monetary compensation receivables: ¥93,092,191; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥93,092,191. The annual compensation limit for directors is ¥100 million or less.
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 7 August 2026 until the date on which the recipient ceases to hold an officer or employee position with the Company. However, if that date falls before the date of submission of the semiannual report for fiscal 2026, the restricted period will continue until the submission date.
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or executive officer of the Company from 7 August 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted with respect to the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
At the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Stock Split RatioFollowing the share split effective 1 April 2026, the annual limit on the number of shares under the restricted stock compensation plan was adjusted from 40,000 shares to 120,000 shares. The split ratio is Not disclosed
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 4 / Number of allocated shares 18,960 shares, Category The Company's executive officers / Number of Employees 12 / Number of allocated shares 6,139 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The restricted period will run from 7 August 2026 until the date on which the recipient ceases to hold an officer or employee position with the Company, or, in certain cases, until the date of submission of the semiannual report for fiscal 2026.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,709. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 207th Annual General Meeting of Shareholders held on 29 June 2023, approval was obtained for the payment of monetary compensation receivables in connection with the granting of restricted stock and for the upper limit on the number of shares and other matters. The disposal of treasury shares was resolved at the Board of Directors' meeting held on 13 July 2026.
Impact on Business Performance
The impact of this disposal of treasury shares on the Company's 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 of25,099 common shares of the Company (treasury shares)
Issue price and disposal price¥3,709 per share
Total issue value¥93,092,191
Amount of funds to be raisedAs the consideration consists of an in-kind contribution of monetary compensation receivables, the Company will not raise any cash. Total monetary compensation receivables: ¥93,092,191; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName 4 directors of the Company / Number of Shares 18,960 shares, Name 12 executive officers of the Company / Number of Shares 6,139 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The restricted period will run from 7 August 2026 until the date on which the recipient ceases to hold an officer or employee position with the Company, or, in certain cases, until the date of submission of the semiannual report for fiscal 2026.
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 on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,709. No discount or premium was applied.
Transfer restriction periodFrom 7 August 2026 until the date on which the recipient ceases to hold an officer or employee position with the Company. However, if that date falls before the date of submission of the semiannual report for fiscal 2026, the restricted period will continue until the submission date.
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director or executive officer of the Company from 7 August 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted with respect to the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationAt the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 4 / Number of allocated shares 18,960 shares, Category The Company's executive officers / Number of Employees 12 / Number of allocated shares 6,139 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥93,092,191. The annual compensation limit for directors is ¥100 million or less.
Stock Split RatioFollowing the share split effective 1 April 2026, the annual limit on the number of shares under the restricted stock compensation plan was adjusted from 40,000 shares to 120,000 shares. The split ratio is Not disclosed
Procedures under the Corporate Code of ConductAt the 207th Annual General Meeting of Shareholders held on 29 June 2023, approval was obtained for the payment of monetary compensation receivables in connection with the granting of restricted stock and for the upper limit on the number of shares and other matters. The disposal of treasury shares was resolved at the Board of Directors' meeting held on 13 July 2026.
Impact on Business PerformanceThe impact of this disposal of treasury shares on the Company's performance is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders, taking into account the Company's performance, the scope of each recipient's responsibilities and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Executive Officers | NICHIAS CORPORATION (5393) timely disclosure | Komori