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Share Issuance and Disposal6306NIKKO CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 36,600 treasury shares as restricted stock compensation for its directors, audit & supervisory board members and executive officers. The recipients will be prohibited from transferring the shares for a specified period.

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36600
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 much36,600Shares

36,600 shares of the Company's common stock (treasury shares)

5 directors of the Company, excluding outside directors20,400 shares
1 Audit & Supervisory Board member of the Company, excluding outside Audit & Supervisory Board members2,200 shares
8 of the Company's executive officers14,000 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.

¥893 per share
Total issue value

¥32,683,800

Total Stock-Based Compensation
Total monetary compensation receivables of ¥32,683,800. The annual limit is ¥40 million for directors and ¥10 million for audit & supervisory board members.
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 14 July 2026 to 13 July 2056 (30 years)
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries through the date of the first annual general meeting of shareholders held after 14 July 2026. In the event of retirement from office or employment for a legitimate reason, the restrictions will be partially lifted in proportion to the number of months served. In the event of a reorganization or similar transaction, the restrictions will also be partially lifted in proportion to the prescribed period of service.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders, the recipient retires from office or employment without a legitimate reason from all positions as a director, audit & supervisory board member, executive officer or employee of the Company and its subsidiaries. If any shares remain subject to the transfer restrictions when the transfer restriction period expires. If the transfer restrictions have not been lifted as of the business day preceding the effective date of a reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 20,400 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 1 / Number of allocated shares 2,200 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 14,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Payment date
14 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 24 June 2026 was ¥893. No discount or premium was applied.
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 of36,600 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥893 per share
Total issue value¥32,683,800
Payment date14 July 2026
Intended allotteeCategory 5 directors of the Company, excluding outside directors / Number of Shares 20,400 shares, Category 1 Audit & Supervisory Board member of the Company, excluding outside Audit & Supervisory Board members / Number of Shares 2,200 shares, Category 8 of the Company's executive officers / Number of Shares 14,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at 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 24 June 2026 was ¥893. No discount or premium was applied.
Transfer restriction periodFrom 14 July 2026 to 13 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries through the date of the first annual general meeting of shareholders held after 14 July 2026. In the event of retirement from office or employment for a legitimate reason, the restrictions will be partially lifted in proportion to the number of months served. In the event of a reorganization or similar transaction, the restrictions will also be partially lifted in proportion to the prescribed period of service.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders, the recipient retires from office or employment without a legitimate reason from all positions as a director, audit & supervisory board member, executive officer or employee of the Company and its subsidiaries. If any shares remain subject to the transfer restrictions when the transfer restriction period expires. If the transfer restrictions have not been lifted as of the business day preceding the effective date of a reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 20,400 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 1 / Number of allocated shares 2,200 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 14,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥32,683,800. The annual limit is ¥40 million for directors and ¥10 million for audit & supervisory board members.
Items this document does not state (15)
Amount of funds to be raisedEstimated 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 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 provide the eligible officers with an incentive to achieve sustainable growth in corporate value and to further promote value sharing between the eligible officers and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIKKO CO.,LTD. (6306) timely disclosure | Komori