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Share Issuance and Disposal5480Nippon Yakin kogyo Co.,Ltd.Iron & Steel, Nonferrous Metals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,417 treasury shares as restricted stock compensation for 16 directors and executive officers. The disposal price is ¥5,050 per share, and the payment date is 24 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,417Shares

12,417 common shares (treasury shares)

6 directors, excluding directors who are Audit and Supervisory Committee members and outside directors6,152 shares
10 executive officers who do not concurrently serve as directors6,265 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.

¥5,050 per share
Total issue value

¥62,705,850

Amount of funds to be raised
Total payment amount: ¥62,705,850; estimated net proceeds: Not disclosed (the treasury shares are being disposed of through an in-kind contribution of monetary compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims: ¥62,705,850 (of which ¥31,067,600 is attributable to the eligible directors). Compensation for the eligible directors is subject to an annual limit of ¥100 million in total.
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
30 years (from 24 August 2026 through 24 August 2056)
Conditions for lifting transfer restrictions
If, during the transfer restriction period, a recipient retires or leaves employment due to the expiration of the term of office, reaching the mandatory retirement age, expiration of an employment or other contract, or another legitimate reason, the transfer restrictions will be lifted on the number of allocated shares calculated by multiplying the number of allocated shares by the number of months corresponding to the recipient's position divided by 12, subject to a maximum of 1, and the remaining shares will be acquired without compensation. In the event of a reorganization or similar transaction, the transfer restrictions will likewise be lifted according to the period of service through the month in which approval is granted.
Reason for acquisition without consideration
The Company will acquire without compensation any allocated shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period or upon the recipient's retirement or departure from employment.
Categories and Number of Persons Covered
Category Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 6 / Number of allocated shares 6,152 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 6,265 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of from the payment date through 24 August 2056. The holding policy after the lifting of the transfer restrictions is Not disclosed.
Payment date
24 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 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,050. The discount and premium rates are 0%.
Procedures under the Corporate Code of Conduct
At the 143rd Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the maximum amount of monetary compensation claims and the maximum number of shares for eligible directors under this plan.
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 of12,417 common shares (treasury shares)
Issue price and disposal price¥5,050 per share
Total issue value¥62,705,850
Amount of funds to be raisedTotal payment amount: ¥62,705,850; estimated net proceeds: Not disclosed (the treasury shares are being disposed of through an in-kind contribution of monetary compensation claims)
Payment date24 August 2026
Intended allotteeName 6 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 6,152 shares, Name 10 executive officers who do not concurrently serve as directors / Number of Shares 6,265 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of from the payment date through 24 August 2056. The holding policy after the lifting of the transfer restrictions is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,050. The discount and premium rates are 0%.
Transfer restriction period30 years (from 24 August 2026 through 24 August 2056)
Conditions for lifting transfer restrictionsIf, during the transfer restriction period, a recipient retires or leaves employment due to the expiration of the term of office, reaching the mandatory retirement age, expiration of an employment or other contract, or another legitimate reason, the transfer restrictions will be lifted on the number of allocated shares calculated by multiplying the number of allocated shares by the number of months corresponding to the recipient's position divided by 12, subject to a maximum of 1, and the remaining shares will be acquired without compensation. In the event of a reorganization or similar transaction, the transfer restrictions will likewise be lifted according to the period of service through the month in which approval is granted.
Reason for acquisition without considerationThe Company will acquire without compensation any allocated shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period or upon the recipient's retirement or departure from employment.
Categories and Number of Persons CoveredCategory Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 6 / Number of allocated shares 6,152 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 6,265 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥62,705,850 (of which ¥31,067,600 is attributable to the eligible directors). Compensation for the eligible directors is subject to an annual limit of ¥100 million in total.
Procedures under the Corporate Code of ConductAt the 143rd Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the maximum amount of monetary compensation claims and the maximum number of shares for eligible directors under this plan.
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 RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 further strengthen the linkage between the compensation of the eligible directors and other recipients and the value of the Company's shares, provide incentives for the sustainable enhancement of corporate value, and further promote the sharing of value between the eligible directors and other recipients and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Yakin kogyo Co.,Ltd. (5480) timely disclosure | Komori