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Share Issuance and Disposal5941NAKANISHI MFG. CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 5,687 treasury shares as restricted stock compensation for 6 directors. The disposal price is ¥2,502 per share, for a total of ¥14,228,874.

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5687
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,687Shares

5,687 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)6 / 5,687 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,502 per share
Total issue value

¥14,228,874

Amount of funds to be raised
Total payment amount: ¥14,228,874; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥14,228,874
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 eligible director resigns or retires from a designated position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The eligible director must continuously hold a designated position from the date on which the director begins performing duties until immediately before the conclusion of the first general meeting of shareholders held thereafter. In the event of resignation or retirement upon expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after resignation or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the eligible director commits a violation of laws or regulations or otherwise falls under any of the events stipulated in the restricted stock allotment agreement during the restricted transfer period. Also, if any shares remain subject to restrictions when the restricted transfer period expires or the restrictions are lifted.
Categories and Number of Persons Covered
6 directors of the Company (excluding outside directors), 5,687 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
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 Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,502. No discount or premium rate is stated.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results 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 of5,687 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,502 per share
Total issue value¥14,228,874
Amount of funds to be raisedTotal payment amount: ¥14,228,874; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of Shares 5,687 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,502. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 until immediately after the eligible director resigns or retires from a designated position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe eligible director must continuously hold a designated position from the date on which the director begins performing duties until immediately before the conclusion of the first general meeting of shareholders held thereafter. In the event of resignation or retirement upon expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after resignation or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the eligible director commits a violation of laws or regulations or otherwise falls under any of the events stipulated in the restricted stock allotment agreement during the restricted transfer period. Also, if any shares remain subject to restrictions when the restricted transfer period expires or the restrictions are lifted.
Categories and Number of Persons Covered6 directors of the Company (excluding outside directors), 5,687 shares
Total Stock-Based CompensationTotal monetary claims: ¥14,228,874
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
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 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 provide the eligible directors with an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The purpose is also to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NAKANISHI MFG. CO.,LTD. (5941) timely disclosure | Komori