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Share Issuance and Disposal6239NAGAOKA INTERNATIONAL CORPORATIONMachinery

Notice Regarding the Disposal of Treasury Shares as Performance-Linked, Post-Delivery Restricted Stock Compensation

The company resolved to dispose of 16,618 treasury shares it holds to 3 directors as performance-linked post-delivery restricted stock compensation. The total disposal value is ¥23,796,976, but because the shares are contributed in kind in exchange for monetary compensation receivables, this is not a conventional financing transaction.

Worth reading
56In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.23
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-linked post-delivery restricted stock compensation

Who receives how much16,618Shares

16,618 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 16,618 shares

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

¥1,432 per share
Total issue value

¥23,796,976

Amount of funds to be raised
As total monetary compensation receivables of ¥23,796,976 will be contributed in kind, this is not financing through a conventional cash payment. Approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥23,796,976
発行済株式総数

0.23% (percentage of total shares issued as of 30 June 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 the date of delivery of the shares until the date on which the recipient resigns or retires from any position as a director, executive officer or employee of the company or its subsidiaries
Conditions for lifting transfer restrictions
All of the shares covered by the allocation held by the recipient will be released from the transfer restrictions when the restriction period expires. If a corporate reorganization or similar transaction is approved, the transfer restrictions will be released by resolution of the Board of Directors immediately before the business day preceding the effective date of the corporate reorganization or similar transaction.
Reason for acquisition without consideration
If, before the transfer restriction period expires, the recipient resigns or retires from any position as a director, executive officer or employee of the group without a valid reason, the company will acquire the shares without consideration, except where the company's Board of Directors recognizes a valid reason.
Categories and Number of Persons Covered
3 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors), 16,618 shares
Intended allottee's holding policy
Transfer restrictions will apply from the date of delivery of the shares until the date on which the recipient resigns or retires from any position as a director, executive officer or employee of the company or its subsidiaries. During the restriction period, transfers to third parties and similar transactions are prohibited.
Payment date
16 October 2026
Basis for determining the amount to be paid
The closing price for regular trading on the Tokyo Stock Exchange was ¥1,432 on 24 September 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 21st Annual General Meeting of Shareholders held on 25 September 2025, approval was obtained for, among other matters, setting the aggregate number of shares to be delivered to all eligible directors for each applicable period under this system at no more than 120,000 shares.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked post-delivery restricted stock compensation
Number of shares to be issued or disposed of16,618 treasury shares
Issue price and disposal price¥1,432 per share
Total issue value¥23,796,976
Amount of funds to be raisedAs total monetary compensation receivables of ¥23,796,976 will be contributed in kind, this is not financing through a conventional cash payment. Approximate net proceeds: Not disclosed
Payment date16 October 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 16,618 shares
Intended allottee's holding policyTransfer restrictions will apply from the date of delivery of the shares until the date on which the recipient resigns or retires from any position as a director, executive officer or employee of the company or its subsidiaries. During the restriction period, transfers to third parties and similar transactions are prohibited.
Dilution Rate0.23% (percentage of total shares issued as of 30 June 2026)
Total number of issued shares7,078,400 shares → Not disclosed
Basis for determining the amount to be paidThe closing price for regular trading on the Tokyo Stock Exchange was ¥1,432 on 24 September 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium.
Transfer restriction periodFrom the date of delivery of the shares until the date on which the recipient resigns or retires from any position as a director, executive officer or employee of the company or its subsidiaries
Conditions for lifting transfer restrictionsAll of the shares covered by the allocation held by the recipient will be released from the transfer restrictions when the restriction period expires. If a corporate reorganization or similar transaction is approved, the transfer restrictions will be released by resolution of the Board of Directors immediately before the business day preceding the effective date of the corporate reorganization or similar transaction.
Reason for acquisition without considerationIf, before the transfer restriction period expires, the recipient resigns or retires from any position as a director, executive officer or employee of the group without a valid reason, the company will acquire the shares without consideration, except where the company's Board of Directors recognizes a valid reason.
Categories and Number of Persons Covered3 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors), 16,618 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥23,796,976
Procedures under the Corporate Code of ConductAt the 21st Annual General Meeting of Shareholders held on 25 September 2025, approval was obtained for, among other matters, setting the aggregate number of shares to be delivered to all eligible directors for each applicable period under this system at no more than 120,000 shares.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 achieve sustained growth in corporate value over the medium to long term and promote value sharing with shareholders. The system will also be operated as performance-linked compensation, with shares delivered according to the achievement of performance targets and the length of service.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares as Performance-Linked, Post-Delivery Restricted Stock Compensation | NAGAOKA INTERNATIONAL CORPORATION (6239) timely disclosure | Komori