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Share Issuance and Disposal6467NICHIDAI CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 15,780 treasury shares at ¥330 per share as restricted stock compensation for 2 directors and 4 executive officers and division heads. The payment date is 20 August 2026.

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49Recurring
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Direction
Neutral
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Scale
15780
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

15,780 shares of the Company’s common stock (Restricted Stock (I): 13,454 shares; Restricted Stock (II): 2,326 shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 13,454 shares
The Company's executive officers and division heads4 / 2,326 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.

¥330 per share
Total issue value

¥5,207,400

Total Stock-Based Compensation
Total monetary compensation receivables of ¥5,207,400. The total amount of compensation receivables for eligible directors is capped at ¥80 million per year, and the total number of shares allocated to eligible directors is capped at 40,000 shares per year.
発行済株式総数

0.17% (based on the total number of issued shares as of 23 July 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
Restricted Stock (I): from 20 August 2026 until the date on which the relevant recipients (I) cease to hold any position as a director of the Company or its subsidiaries. Restricted Stock (II): from 20 August 2026 to 30 March 2027.
Conditions for lifting transfer restrictions
For Restricted Stock (I), the recipient must continuously hold a position as a director of the Company or its subsidiaries until the date of the first annual general meeting of shareholders to be held after the grant. If the recipient leaves the position for a justifiable reason, part of the restrictions will be lifted in proportion to the number of months in office. For Restricted Stock (II), the recipient must continuously hold a position as a director, executive officer or employee of the Company or its subsidiaries until 30 March 2027. If the recipient leaves the position or retires for a justifiable reason, part of the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without consideration
For Restricted Stock (I), if the recipient leaves the position as a director without a justifiable reason before the date of the first annual general meeting of shareholders to be held after the grant, or if the restrictions have not been lifted when the restriction period expires. For Restricted Stock (II), if the recipient leaves or retires from the position of director, executive officer or employee without a justifiable reason before the restriction period expires, or if the restrictions have not been lifted when the restriction period expires. This also applies where the restrictions have not been lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered
2 directors of the Company, 13,454 shares; 4 executive officers and division heads of the Company, 2,326 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
20 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 22 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥330. No discount or premium was applied.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance was 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 of15,780 shares of the Company’s common stock (Restricted Stock (I): 13,454 shares; Restricted Stock (II): 2,326 shares)
Issue price and disposal price¥330 per share
Total issue value¥5,207,400
Payment date20 August 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 13,454 shares, Name The Company's executive officers and division heads / Number of Employees 4 / Number of Shares 2,326 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution Rate0.17% (based on the total number of issued shares as of 23 July 2026)
Total number of issued shares9,031,414 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 22 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥330. No discount or premium was applied.
Transfer restriction periodRestricted Stock (I): from 20 August 2026 until the date on which the relevant recipients (I) cease to hold any position as a director of the Company or its subsidiaries. Restricted Stock (II): from 20 August 2026 to 30 March 2027.
Conditions for lifting transfer restrictionsFor Restricted Stock (I), the recipient must continuously hold a position as a director of the Company or its subsidiaries until the date of the first annual general meeting of shareholders to be held after the grant. If the recipient leaves the position for a justifiable reason, part of the restrictions will be lifted in proportion to the number of months in office. For Restricted Stock (II), the recipient must continuously hold a position as a director, executive officer or employee of the Company or its subsidiaries until 30 March 2027. If the recipient leaves the position or retires for a justifiable reason, part of the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without considerationFor Restricted Stock (I), if the recipient leaves the position as a director without a justifiable reason before the date of the first annual general meeting of shareholders to be held after the grant, or if the restrictions have not been lifted when the restriction period expires. For Restricted Stock (II), if the recipient leaves or retires from the position of director, executive officer or employee without a justifiable reason before the restriction period expires, or if the restrictions have not been lifted when the restriction period expires. This also applies where the restrictions have not been lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered2 directors of the Company, 13,454 shares; 4 executive officers and division heads of the Company, 2,326 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥5,207,400. The total amount of compensation receivables for eligible directors is capped at ¥80 million per year, and the total number of shares allocated to eligible directors is capped at 40,000 shares per year.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance was Not disclosed.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 share with shareholders the benefits and risks of fluctuations in the share price, increase the recipients’ motivation to contribute to share price appreciation and enhancement of corporate value, and promote the sustained enhancement of corporate value and the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NICHIDAI CORPORATION (6467) timely disclosure | Komori