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Share Issuance and Disposal6145NITTOKU CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,600 treasury shares as restricted stock compensation for 3 directors, excluding outside directors. The recipients will be granted monetary compensation claims totaling ¥11,016,000, which they will contribute in kind.

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Scale
3600
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,600Shares

3,600 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors)3,600 shares

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

¥3,060 per share
Total issue value

¥11,016,000

Amount of funds to be raised
Total payment amount: ¥11,016,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥11,016,000. Annual compensation limit: ¥50 million.
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 16 July 2026 until the date on which the recipient ceases to be a director of the Company. However, if the date of retirement is on or before 30 June 2027, the period will continue until 1 July 2027.
Conditions for lifting transfer restrictions
Provided that the recipient remains a director of the Company continuously until the date of the first annual general meeting of shareholders held after the commencement date of the transfer restriction period, all of the allocated shares held at the end of the period will have their transfer restrictions lifted. In the event of retirement for a justifiable reason, the restrictions will be lifted for the number of shares calculated based on the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will also be lifted for a portion of the shares based on the prescribed calculation.
Reason for acquisition without consideration
If the recipient retires before the end of the transfer restriction period without a reason deemed justifiable by the Board of Directors. If any shares remain subject to transfer restrictions at the end of the period. If the recipient retires in connection with a corporate reorganization or similar event and any shares remain subject to transfer restrictions as of the business day immediately preceding the effective date.
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors; 3,600 shares allocated
Intended allottee's holding policy
Until the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or a security interest by way of transfer, make an inter vivos gift or bequest, or otherwise dispose of the shares. Until the transfer restrictions are lifted, the shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc.
Payment date
16 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,060. Discount/premium rate: Not disclosed (the price is equal to the closing price).
Procedures under the Corporate Code of Conduct
At the 52nd annual general meeting of shareholders held on 26 June 2024, approval was obtained for the introduction of the restricted stock compensation plan, an annual limit of ¥50 million on the total monetary compensation claims, and an annual allocation limit of 50,000 shares, among other matters.
Impact on Business Performance
The impact of this disposal of treasury shares on performance 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 of3,600 common shares of the Company (treasury shares)
Issue price and disposal price¥3,060 per share
Total issue value¥11,016,000
Amount of funds to be raisedTotal payment amount: ¥11,016,000. Estimated net proceeds: Not disclosed
Payment date16 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 3,600 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or a security interest by way of transfer, make an inter vivos gift or bequest, or otherwise dispose of the shares. Until the transfer restrictions are lifted, the shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,060. Discount/premium rate: Not disclosed (the price is equal to the closing price).
Transfer restriction periodFrom 16 July 2026 until the date on which the recipient ceases to be a director of the Company. However, if the date of retirement is on or before 30 June 2027, the period will continue until 1 July 2027.
Conditions for lifting transfer restrictionsProvided that the recipient remains a director of the Company continuously until the date of the first annual general meeting of shareholders held after the commencement date of the transfer restriction period, all of the allocated shares held at the end of the period will have their transfer restrictions lifted. In the event of retirement for a justifiable reason, the restrictions will be lifted for the number of shares calculated based on the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will also be lifted for a portion of the shares based on the prescribed calculation.
Reason for acquisition without considerationIf the recipient retires before the end of the transfer restriction period without a reason deemed justifiable by the Board of Directors. If any shares remain subject to transfer restrictions at the end of the period. If the recipient retires in connection with a corporate reorganization or similar event and any shares remain subject to transfer restrictions as of the business day immediately preceding the effective date.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors; 3,600 shares allocated
Total Stock-Based CompensationTotal monetary compensation claims: ¥11,016,000. Annual compensation limit: ¥50 million.
Procedures under the Corporate Code of ConductAt the 52nd annual general meeting of shareholders held on 26 June 2024, approval was obtained for the introduction of the restricted stock compensation plan, an annual limit of ¥50 million on the total monetary compensation claims, and an annual allocation limit of 50,000 shares, among other matters.
Impact on Business PerformanceThe impact of this disposal of treasury shares on performance is Not disclosed
Items this document does not state (12)
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 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 for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NITTOKU CO.,LTD. (6145) timely disclosure | Komori