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Share Issuance and Disposal6744NOHMI BOSAI LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors

Resolved to dispose of 7,928 treasury shares without consideration to 3 directors as restricted stock compensation. The transfer restriction will generally remain in effect until the director ceases to hold office.

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7928
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,928Shares

7,928 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding non-executive directors, directors serving as Audit and Supervisory Committee members, and outside directors)7,928 shares

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

No consideration (fair value: ¥4,135 per share)
Total issue value

¥32,782,280 (fair value)

Amount of funds to be raised
No payment required; no estimated net proceeds
Total Stock-Based Compensation
¥32,782,280 (fair value)
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 July 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the Company from 24 July 2026 through 1 July 2027, all of the allotted shares will be released from the transfer restriction upon expiration of the transfer restriction period. If the recipient ceases to hold office due to death, expiration of the term of office, resignation or any other reason deemed legitimate by the Company's Board of Directors, the number of shares to be released will be calculated by multiplying the number of allotted shares by the number of months from June 2026 through the month containing the date of departure, divided by 12, subject to a maximum of 1.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
3 directors of the Company, totaling 7,928 shares (excluding non-executive directors, directors serving as Audit and Supervisory Committee members, and outside directors)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,135. No discount or premium.
Impact on Business Performance
No impact of this disposal of treasury shares on the Bank’s performance for the fiscal year ending March 2027 is stated.
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 of7,928 shares of the Company's common stock (treasury shares)
Issue price and disposal priceNo consideration (fair value: ¥4,135 per share)
Total issue value¥32,782,280 (fair value)
Amount of funds to be raisedNo payment required; no estimated net proceeds
Intended allotteeCategory 3 directors of the Company (excluding non-executive directors, directors serving as Audit and Supervisory Committee members, and outside directors) / Number of Shares 7,928 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,135. No discount or premium.
Transfer restriction periodFrom 24 July 2026 (the allotment date) until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the Company from 24 July 2026 through 1 July 2027, all of the allotted shares will be released from the transfer restriction upon expiration of the transfer restriction period. If the recipient ceases to hold office due to death, expiration of the term of office, resignation or any other reason deemed legitimate by the Company's Board of Directors, the number of shares to be released will be calculated by multiplying the number of allotted shares by the number of months from June 2026 through the month containing the date of departure, divided by 12, subject to a maximum of 1.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered3 directors of the Company, totaling 7,928 shares (excluding non-executive directors, directors serving as Audit and Supervisory Committee members, and outside directors)
Total Stock-Based Compensation¥32,782,280 (fair value)
Impact on Business PerformanceNo impact of this disposal of treasury shares on the Bank’s performance for the fiscal year ending March 2027 is stated.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsPayment dateDilution 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 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 directors with an incentive to achieve sustainable growth in corporate value and promote value sharing with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each prospective allottee and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors | NOHMI BOSAI LTD. (6744) timely disclosure | Komori