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Share Issuance and Disposal6543NISSEN INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,280 treasury shares to 3 directors as restricted stock compensation. The disposal price is ¥1,148 per share, and the payment date is 25 June 2026.

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Direction
Neutral
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Scale
13280
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,280Shares

13,280 shares of the Company's common stock (treasury shares)

3 directors (excluding outside directors)13,280 shares

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

¥1,148 per share
Total issue value

¥15,245,440

Amount of funds to be raised
Total payment amount: ¥15,245,440; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥15,245,440. The annual compensation limit is ¥50 million or less.
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 25 June 2026 (the payment date) until the date on which the recipient ceases to be a director of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company during the service period, which runs from the date of the Company's ordinary general meeting of shareholders immediately preceding the payment date until the date of the Company's ordinary general meeting of shareholders held in the following year. If the recipient ceases to be a director due to death or another reason deemed valid by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares calculated according to the number of months in office. In the event of a corporate reorganization or similar event, the transfer restrictions will be lifted in whole or in part according to the prescribed calculation method.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allocated under the plan for which the transfer restrictions have not been lifted.
Stock Split RatioEffective 1 September 2022, each common share was split into 2 shares. This was not a stock split related to the current disposal.
Categories and Number of Persons Covered
3 directors (excluding outside directors); 13,280 shares allocated
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of. The restricted period runs from the payment date until the date on which the recipient leaves office as a director of the company.
Payment date
25 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,148. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 67th ordinary general meeting of shareholders held on 28 May 2020, approval was obtained for the restricted stock compensation plan and monetary compensation claims and other benefits of up to ¥50 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 of13,280 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,148 per share
Total issue value¥15,245,440
Amount of funds to be raisedTotal payment amount: ¥15,245,440; estimated net proceeds: Not disclosed
Payment date25 June 2026
Intended allotteeName 3 directors (excluding outside directors) / Number of Shares 13,280 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of. The restricted period runs from the payment date until the date on which the recipient leaves office as a director of the company.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,148. No discount or premium rate was stated.
Transfer restriction periodFrom 25 June 2026 (the payment date) until the date on which the recipient ceases to be a director of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company during the service period, which runs from the date of the Company's ordinary general meeting of shareholders immediately preceding the payment date until the date of the Company's ordinary general meeting of shareholders held in the following year. If the recipient ceases to be a director due to death or another reason deemed valid by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares calculated according to the number of months in office. In the event of a corporate reorganization or similar event, the transfer restrictions will be lifted in whole or in part according to the prescribed calculation method.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allocated under the plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered3 directors (excluding outside directors); 13,280 shares allocated
Total Stock-Based CompensationTotal monetary compensation claims: ¥15,245,440. The annual compensation limit is ¥50 million or less.
Stock Split RatioEffective 1 September 2022, each common share was split into 2 shares. This was not a stock split related to the current disposal.
Procedures under the Corporate Code of ConductAt the 67th ordinary general meeting of shareholders held on 28 May 2020, approval was obtained for the restricted stock compensation plan and monetary compensation claims and other benefits of up to ¥50 million per year.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 directors with incentives to sustainably increase corporate value and shareholder value over the medium to long term, and to promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NISSEN INC. (6543) timely disclosure | Komori