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Share Issuance and Disposal6741Nippon Signal Company,LimitedElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 40,863 treasury shares to 3 directors and 10 executive officers as restricted stock compensation. The total disposal amount is ¥63.828006 million, and the payment date is 17 July 2026.

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63828006
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much40,863Shares

40,863 common shares of the Company (treasury shares)

The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors3 / 16,899 shares
Executive officers of the Company10 / 23,964 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.

¥1,562 per share
Total issue value

¥63,828,006

Total Stock-Based Compensation
Total monetary compensation claims: ¥63,828,006. The compensation limit approved by the shareholders is an annual amount of no more than ¥100 million, and the total number of shares is no more than 200,000 shares per year.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 payment date until the later of the date on which the recipient retires from either position as a director or executive officer of the Company and the date on which the prescribed securities report or semi-annual report is filed
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either a position as a director or executive officer of the Company throughout the service period, all restrictions will be lifted upon expiry of the transfer restriction period. In the event of retirement for a valid reason or retirement due to death, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service. The shares will be subject to malus and clawback if certain events occur, including a serious violation of laws or internal regulations, accounting fraud or a substantial loss.
Reason for acquisition without consideration
If the recipient retires during the service period without a valid reason, if any shares remain subject to restrictions when the restrictions are lifted, or if certain events occur, including a material violation of laws, internal regulations or other rules, serious accounting fraud or a substantial loss.
Categories and Number of Persons Covered
3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 16,899 shares; 10 executive officers of the Company: 23,964 shares
Intended allottee's holding policy
The recipients may not transfer, create security interests over, make gifts during their lifetime of, or otherwise dispose of the shares from the payment date until the later of the date on which they retire from both their position as a director or executive officer of the Company and the date on which the prescribed securities report or semi-annual report is filed.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 18 June 2026, the business day immediately preceding the date of the resolution on the allotment, was ¥1,562. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 143rd annual general meeting of shareholders held on 19 June 2026, approval was obtained to limit the total number of common shares issued under this scheme to no more than 200,000 shares per year and the amount to no more than ¥100 million per year within the existing compensation limit, among other matters.
Impact on Business Performance
Although the Company states that it considered the purpose of the scheme, its business performance and other relevant circumstances, the specific impact of this disposal of treasury shares on business performance is 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 of40,863 common shares of the Company (treasury shares)
Issue price and disposal price¥1,562 per share
Total issue value¥63,828,006
Payment date17 July 2026
Intended allotteeName The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 3 / Number of Shares 16,899 shares, Name Executive officers of the Company / Number of Employees 10 / Number of Shares 23,964 shares
Intended allottee's holding policyThe recipients may not transfer, create security interests over, make gifts during their lifetime of, or otherwise dispose of the shares from the payment date until the later of the date on which they retire from both their position as a director or executive officer of the Company and the date on which the prescribed securities report or semi-annual report is filed.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 18 June 2026, the business day immediately preceding the date of the resolution on the allotment, was ¥1,562. No discount or premium was applied.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient retires from either position as a director or executive officer of the Company and the date on which the prescribed securities report or semi-annual report is filed
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either a position as a director or executive officer of the Company throughout the service period, all restrictions will be lifted upon expiry of the transfer restriction period. In the event of retirement for a valid reason or retirement due to death, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service. The shares will be subject to malus and clawback if certain events occur, including a serious violation of laws or internal regulations, accounting fraud or a substantial loss.
Reason for acquisition without considerationIf the recipient retires during the service period without a valid reason, if any shares remain subject to restrictions when the restrictions are lifted, or if certain events occur, including a material violation of laws, internal regulations or other rules, serious accounting fraud or a substantial loss.
Categories and Number of Persons Covered3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 16,899 shares; 10 executive officers of the Company: 23,964 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥63,828,006. The compensation limit approved by the shareholders is an annual amount of no more than ¥100 million, and the total number of shares is no more than 200,000 shares per year.
Procedures under the Corporate Code of ConductAt the 143rd annual general meeting of shareholders held on 19 June 2026, approval was obtained to limit the total number of common shares issued under this scheme to no more than 200,000 shares per year and the amount to no more than ¥100 million per year within the existing compensation limit, among other matters.
Impact on Business PerformanceAlthough the Company states that it considered the purpose of the scheme, its business performance and other relevant circumstances, the specific impact of this disposal of treasury shares on business performance is Not disclosed.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 provide the eligible directors and other recipients with an incentive to achieve sustainable growth in the Company's corporate value and to promote the sharing of value with shareholders. The Company also considered the purpose of the scheme, its business performance and other relevant circumstances, based on the recommendations of the Nomination and Compensation Advisory Committee.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Signal Company,Limited (6741) timely disclosure | Komori