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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 7,747 restricted shares of treasury stock in exchange for an in-kind contribution of monetary compensation receivables to 92 employees of the Company and its subsidiaries.

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7747
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,747Shares

7,747 common shares of the Company (treasury shares)

Employees of the Company (excluding employees residing overseas, contract employees and part-time employees)74 / 5,098 shares
Managerial employees of the Company's subsidiaries (excluding contract employees and fixed-term employees)18 / 2,649 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.

¥1,575 per share
Total issue value

¥12,201,525

Amount of funds to be raised
Total payment amount: ¥12,201,525; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥12,201,525 (¥8,029,350 for employees of the Company and ¥4,172,175 for managerial employees of the Company's subsidiaries)
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 25 September 2026 until the later of the date on which the employee retires upon reaching the mandatory retirement age from their position as an employee of the Company or its subsidiaries (or, if the employee becomes a director or audit & supervisory board member of the Company or its subsidiaries, the date of appointment), or the date on which the semi-annual report for the current fiscal year is filed.
Conditions for lifting transfer restrictions
Provided that the holder has continuously remained an employee of the Company or its subsidiaries throughout the restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted as of the business day preceding the effective date of the corporate reorganization or similar transaction.
Reason for acquisition without consideration
If the holder retires from all positions as an employee of the Company and its subsidiaries before the restriction period expires, the Company will automatically acquire the allocated shares without consideration.
Categories and Number of Persons Covered
Category Employees of the Company / Number of Employees 74 / Number of allocated shares 5,098 shares, Category Managerial employees of the Company's subsidiaries / Number of Employees 18 / Number of allocated shares 2,649 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The transfer restrictions will be lifted upon expiration of the restriction period, subject to continued employment.
Payment date
25 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 5 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,575. The discount and premium rates are 0%.
Impact on Business Performance
The impact of this matter on business performance was 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 of7,747 common shares of the Company (treasury shares)
Issue price and disposal price¥1,575 per share
Total issue value¥12,201,525
Amount of funds to be raisedTotal payment amount: ¥12,201,525; estimated net proceeds: Not disclosed
Payment date25 September 2026
Intended allotteeName Employees of the Company (excluding employees residing overseas, contract employees and part-time employees) / Number of Employees 74 / Number of Shares 5,098 shares, Name Managerial employees of the Company's subsidiaries (excluding contract employees and fixed-term employees) / Number of Employees 18 / Number of Shares 2,649 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The transfer restrictions will be lifted upon expiration of the restriction period, subject to continued employment.
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 5 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,575. The discount and premium rates are 0%.
Transfer restriction periodFrom 25 September 2026 until the later of the date on which the employee retires upon reaching the mandatory retirement age from their position as an employee of the Company or its subsidiaries (or, if the employee becomes a director or audit & supervisory board member of the Company or its subsidiaries, the date of appointment), or the date on which the semi-annual report for the current fiscal year is filed.
Conditions for lifting transfer restrictionsProvided that the holder has continuously remained an employee of the Company or its subsidiaries throughout the restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted as of the business day preceding the effective date of the corporate reorganization or similar transaction.
Reason for acquisition without considerationIf the holder retires from all positions as an employee of the Company and its subsidiaries before the restriction period expires, the Company will automatically acquire the allocated shares without consideration.
Categories and Number of Persons CoveredCategory Employees of the Company / Number of Employees 74 / Number of allocated shares 5,098 shares, Category Managerial employees of the Company's subsidiaries / Number of Employees 18 / Number of allocated shares 2,649 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥12,201,525 (¥8,029,350 for employees of the Company and ¥4,172,175 for managerial employees of the Company's subsidiaries)
Impact on Business PerformanceThe impact of this matter on business performance was not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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 secure outstanding talent and provide incentives for long-term employment, increase motivation to contribute to the earnings of the Company's Group, and promote the sharing of value between employees and shareholders.

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