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Share Issuance and Disposal5408NAKAYAMA STEEL WORKS,LTD.Iron & Steel, Nonferrous Metals

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

The Company resolved to dispose of 35,046 treasury shares as restricted stock compensation for 5 directors and 4 executive officers. The disposal price is ¥602 per share, and the recipients will make an in-kind contribution of monetary claims totaling ¥21,097,692.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

35,046 shares of the Company's common stock (21,758 shares for eligible directors and 13,288 shares for eligible executive officers)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 21,758 shares
The Company's executive officers (executive officers who do not concurrently serve as directors)4 / 13,288 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.

¥602 per share
Total issue value

¥21,097,692

Amount of funds to be raised
Total payment amount: ¥21,097,692; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims totaling ¥21,097,692 (¥13,098,316 for eligible directors and ¥7,999,376 for eligible executive officers). The compensation limit for eligible directors is ¥45 million per year.
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 24 July 2026 until immediately after the recipient ceases to hold any position as a director or executive officer of the Company
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 a position as either a director or executive officer of the Company from 24 July 2026 until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. If the recipient ceases to hold the position upon expiration of the term of office or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's months of service will be lifted immediately after the recipient's departure.
Reason for acquisition without consideration
If the recipient ceases to hold the position during the transfer restriction period for a reason other than a legitimate reason, engages in an act violating laws or regulations, or falls under any other specified circumstance set forth in the allocation agreement, the Company will acquire all of the restricted shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons Covered
5 eligible directors: 21,758 shares; 4 eligible executive officers: 13,288 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥602. The Company believes that this does not constitute a particularly favorable price. Discount rate/premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
The matter was submitted to and received a recommendation from the Compensation and Nomination Advisory Committee.
Impact on Business Performance
The specific impact on performance at this time 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 of35,046 shares of the Company's common stock (21,758 shares for eligible directors and 13,288 shares for eligible executive officers)
Issue price and disposal price¥602 per share
Total issue value¥21,097,692
Amount of funds to be raisedTotal payment amount: ¥21,097,692; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 21,758 shares, Name The Company's executive officers (executive officers who do not concurrently serve as directors) / Number of Employees 4 / Number of Shares 13,288 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
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 stock on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥602. The Company believes that this does not constitute a particularly favorable price. Discount rate/premium rate: Not disclosed.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient ceases to hold any position as a director or executive officer of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds a position as either a director or executive officer of the Company from 24 July 2026 until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. If the recipient ceases to hold the position upon expiration of the term of office or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's months of service will be lifted immediately after the recipient's departure.
Reason for acquisition without considerationIf the recipient ceases to hold the position during the transfer restriction period for a reason other than a legitimate reason, engages in an act violating laws or regulations, or falls under any other specified circumstance set forth in the allocation agreement, the Company will acquire all of the restricted shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons Covered5 eligible directors: 21,758 shares; 4 eligible executive officers: 13,288 shares
Total Stock-Based CompensationMonetary claims totaling ¥21,097,692 (¥13,098,316 for eligible directors and ¥7,999,376 for eligible executive officers). The compensation limit for eligible directors is ¥45 million per year.
Procedures under the Corporate Code of ConductThe matter was submitted to and received a recommendation from the Compensation and Nomination Advisory Committee.
Impact on Business PerformanceThe specific impact on performance at this time 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 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 provide an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders. In determining this grant, the Company also took into consideration these objectives, the Company's performance, the scope of the responsibilities of the eligible directors and other recipients, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | NAKAYAMA STEEL WORKS,LTD. (5408) timely disclosure | Komori