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Share Issuance and Disposal6376NIKKISO CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,985 treasury shares without consideration to 5 directors as restricted stock compensation. In principle, the shares may not be transferred until the recipient directors retire from office.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,985Shares

16,985 common shares of the Company (treasury shares)

5 directors: 16,985 shares (excluding non-Japanese residents and non-executive directors, including outside directors, and others)

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

¥0 (fair value: ¥2,296 per share)
Total issue value

¥38,997,560 (total fair value)

Total Stock-Based Compensation
The annual monetary compensation limit is ¥400 million. The total fair value of the common shares allocated this time is ¥38,997,560.
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 April 2026 (the allocation date) until the date on which the recipient ceases to be a director of the Company. However, in certain cases, the period runs until the date on which 3 months have elapsed after the end of the fiscal year containing the allocation date.
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares will be lifted when the restriction period expires, provided that the recipient has continuously held the position of director of the Company during the service period, which runs from the date of the Company's annual general meeting of shareholders immediately preceding the allocation date through the date of the Company's annual general meeting of shareholders held in the following year. If the recipient retires due to death or for another reason deemed justifiable by the Board of Directors, the restrictions will be lifted for the number of shares calculated in proportion to the number of months in office.
Reason for acquisition without consideration
At the expiration of the restricted period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors: 16,985 shares (excluding non-Japanese residents and non-executive directors, including outside directors, and others)
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. In principle, the restriction period runs from 24 April 2026 until the date on which the recipient ceases to be a director of the Company.
Basis for determining the amount to be paid
The fair value is based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors meeting, 26 March 2026, which was ¥2,296. No discount or premium was disclosed.
Procedures under the Corporate Code of Conduct
At the 85th Annual General Meeting of Shareholders held on 27 March 2026, approval was obtained for a monetary compensation limit for directors of up to ¥400 million per year.
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 of16,985 common shares of the Company (treasury shares)
Issue price and disposal price¥0 (fair value: ¥2,296 per share)
Total issue value¥38,997,560 (total fair value)
Intended allottee5 directors: 16,985 shares (excluding non-Japanese residents and non-executive directors, including outside directors, and others)
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. In principle, the restriction period runs from 24 April 2026 until the date on which the recipient ceases to be a director of the Company.
Basis for determining the amount to be paidThe fair value is based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors meeting, 26 March 2026, which was ¥2,296. No discount or premium was disclosed.
Transfer restriction periodFrom 24 April 2026 (the allocation date) until the date on which the recipient ceases to be a director of the Company. However, in certain cases, the period runs until the date on which 3 months have elapsed after the end of the fiscal year containing the allocation date.
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares will be lifted when the restriction period expires, provided that the recipient has continuously held the position of director of the Company during the service period, which runs from the date of the Company's annual general meeting of shareholders immediately preceding the allocation date through the date of the Company's annual general meeting of shareholders held in the following year. If the recipient retires due to death or for another reason deemed justifiable by the Board of Directors, the restrictions will be lifted for the number of shares calculated in proportion to the number of months in office.
Reason for acquisition without considerationAt the expiration of the restricted period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors: 16,985 shares (excluding non-Japanese residents and non-executive directors, including outside directors, and others)
Total Stock-Based CompensationThe annual monetary compensation limit is ¥400 million. The total fair value of the common shares allocated this time is ¥38,997,560.
Procedures under the Corporate Code of ConductAt the 85th Annual General Meeting of Shareholders held on 27 March 2026, approval was obtained for a monetary compensation limit for directors of up to ¥400 million per year.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise 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 provide an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The Company also considered the purpose of the compensation plan, the scope of responsibilities of each eligible director and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIKKISO CO.,LTD. (6376) timely disclosure | Komori