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Share Issuance and Disposal5729NIHON SEIKO CO.,LTDIron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 9,091 treasury shares held by the company to 6 directors of the company and its subsidiaries as restricted stock compensation. The disposal price is ¥1,436 per share, for a total of ¥13,054,676.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,091Shares

9,091 shares of the company's common stock

3 directors of the Company (excluding outside directors)4,475 shares
3 directors of the company's subsidiaries (excluding directors who concurrently serve as directors of the company and part-time directors)4,616 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.

¥1,436 per share
Total issue value

¥13,054,676

Total Stock-Based Compensation
Total monetary compensation claims of ¥13,054,676 (¥6,426,100 for the company's directors and ¥6,628,576 for the subsidiary directors). The annual compensation limit is ¥30 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 17 July 2026 until the date on which the holder ceases to hold any director position at the company or its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously held a director position at the company or one of its subsidiaries during the service period, all of the restrictions will be lifted upon expiration of the restricted transfer period. If the recipient ceases to hold office for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the months in office.
Reason for acquisition without consideration
If the recipient ceases to hold office without a legitimate reason before the restricted transfer period expires, or if any shares remain subject to restrictions when the restricted transfer period expires. Shares that remain subject to restrictions in connection with a corporate reorganization or similar event will also be acquired without consideration.
Stock Split Ratio4 shares for each common share, effective 1 April 2026
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 4,475 shares, Category Directors of the company's subsidiaries (excluding directors who concurrently serve as directors of the company and part-time directors) / Number of Employees 3 / Number of allocated shares 4,616 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to any third party, pledged, used to establish a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of ¥1,436 on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Impact on Business Performance
No information is provided regarding the impact of the disposal on financial performance.
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 of9,091 shares of the company's common stock
Issue price and disposal price¥1,436 per share
Total issue value¥13,054,676
Payment date17 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 4,475 shares, Name 3 directors of the company's subsidiaries (excluding directors who concurrently serve as directors of the company and part-time directors) / Number of Shares 4,616 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to any third party, pledged, used to establish a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of 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 ¥1,436 on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction periodFrom 17 July 2026 until the date on which the holder ceases to hold any director position at the company or its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously held a director position at the company or one of its subsidiaries during the service period, all of the restrictions will be lifted upon expiration of the restricted transfer period. If the recipient ceases to hold office for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the months in office.
Reason for acquisition without considerationIf the recipient ceases to hold office without a legitimate reason before the restricted transfer period expires, or if any shares remain subject to restrictions when the restricted transfer period expires. Shares that remain subject to restrictions in connection with a corporate reorganization or similar event will also be acquired without consideration.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 4,475 shares, Category Directors of the company's subsidiaries (excluding directors who concurrently serve as directors of the company and part-time directors) / Number of Employees 3 / Number of allocated shares 4,616 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥13,054,676 (¥6,426,100 for the company's directors and ¥6,628,576 for the subsidiary directors). The annual compensation limit is ¥30 million or less.
Stock Split Ratio4 shares for each common share, effective 1 April 2026
Impact on Business PerformanceNo information is provided regarding the impact of the disposal on financial performance.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost 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 the eligible directors' motivation to contribute to the sustained enhancement of corporate value and promote value sharing with shareholders. The amount of restricted stock compensation to be paid to the eligible directors was determined based on a comprehensive consideration of the company's performance, the responsibilities of the eligible directors and other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIHON SEIKO CO.,LTD (5729) timely disclosure | Komori