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Share Issuance and Disposal6157NS TOOL CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 60,400 treasury shares as restricted stock compensation for its directors, executive officers and subsidiary directors. The disposal price is ¥914 per share, for a total of ¥55,205,600.

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Scale
60400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much60,400Shares

60,400 common shares of the Company (treasury shares)

5 of the Company's directors, excluding directors who are Audit & Supervisory Committee Members41,000 shares
5 executive officers of the Company15,000 shares
3 directors of the Company's subsidiaries4,400 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.

¥914 per share
Amount of funds to be raised

Total payment amount: ¥55,205,600; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation receivables: ¥55,205,600. The monetary compensation limit for the eligible directors is ¥150 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 21 July 2026 until the holder ceases to hold any position as a director or executive officer of the Company or as a director of a subsidiary. However, in certain cases, the period will end on 1 July 2027.
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the holder continuously holds any position as a director or executive officer of the Company or as a director of a subsidiary from 24 June 2026 through the date of the annual general meeting of shareholders in the following year. If the holder loses the position for a legitimate reason, the number of shares and timing of the lifting of restrictions will be reasonably adjusted.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if any shares remain subject to the restrictions at the end of the restricted transfer period. The Company will also acquire without consideration any shares whose restrictions are not lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 41,000 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 15,000 shares, Category Directors of the Company's subsidiaries / Number of Employees 3 / Number of allocated shares 4,400 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, used to establish a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be managed in a designated account at a specified securities company.
Payment date
21 July 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 June 2026, ¥914. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 22 June 2022, approval was obtained for monetary compensation under this plan and for the issuance or disposal of up to 100,000 common shares per year, among other matters.
Impact on Business Performance
No impact on the Company's results is stated.
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 of60,400 common shares of the Company (treasury shares)
Issue price and disposal price¥914 per share
Amount of funds to be raisedTotal payment amount: ¥55,205,600; estimated net proceeds: Not disclosed
Payment date21 July 2026
Intended allotteeCategory 5 of the Company's directors, excluding directors who are Audit & Supervisory Committee Members / Number of Shares 41,000 shares, Category 5 executive officers of the Company / Number of Shares 15,000 shares, Category 3 directors of the Company's subsidiaries / Number of Shares 4,400 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged, used to establish a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be managed in a designated account at a specified securities company.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, ¥914. No discount or premium is stated.
Transfer restriction periodFrom 21 July 2026 until the holder ceases to hold any position as a director or executive officer of the Company or as a director of a subsidiary. However, in certain cases, the period will end on 1 July 2027.
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the holder continuously holds any position as a director or executive officer of the Company or as a director of a subsidiary from 24 June 2026 through the date of the annual general meeting of shareholders in the following year. If the holder loses the position for a legitimate reason, the number of shares and timing of the lifting of restrictions will be reasonably adjusted.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if any shares remain subject to the restrictions at the end of the restricted transfer period. The Company will also acquire without consideration any shares whose restrictions are not lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 41,000 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 15,000 shares, Category Directors of the Company's subsidiaries / Number of Employees 3 / Number of allocated shares 4,400 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥55,205,600. The monetary compensation limit for the eligible directors is ¥150 million per year.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 22 June 2022, approval was obtained for monetary compensation under this plan and for the issuance or disposal of up to 100,000 common shares per year, among other matters.
Impact on Business PerformanceNo impact on the Company's results is stated.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 to achieve sustained growth in corporate value and further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NS TOOL CO.,LTD. (6157) timely disclosure | Komori