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Share Issuance and Disposal6849NIHON KOHDEN CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 60,195 treasury shares as restricted stock compensation for 4 directors and 15 executive officers. The total disposal amount is ¥90,292,500, and the shares may not be transferred until the recipients retire from their positions or otherwise meet the applicable conditions.

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Neutral
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Scale
60195
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much60,195Shares

60,195 shares of the Company's common stock (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 20,533 shares
The Company's executive officers15 / 39,662 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.

¥1,500 per share
Total issue value

¥90,292,500

Total Stock-Based Compensation
Monetary compensation receivables totaling ¥90,292,500. The annual amount of monetary compensation receivables granted as compensation and other remuneration to the eligible directors is capped at ¥100 million.
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 31 July 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictions
In principle, directors must remain in the position of director until the first annual general meeting of shareholders held after the start date of the transfer restriction period, and executive officers must remain in the position of executive officer until the end of the first fiscal year thereafter. If a recipient retires for a justifiable reason, part of the restrictions will be lifted in proportion to the recipient's period of service.
Reason for acquisition without consideration
If a recipient retires from both the position of director and the position of executive officer before the prescribed date, except where the Board of Directors recognizes a justifiable reason, if any shares remain subject to the restrictions because the conditions for lifting them were not satisfied, or if the recipient retires in connection with a corporate reorganization or similar event, the Company will acquire the shares for no consideration.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 20,533 shares, Category The Company's executive officers / Number of Employees 15 / Number of allocated shares 39,662 shares
Payment date
31 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 6 July 2026, ¥1,500. No discount or premium applies.
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 of60,195 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,500 per share
Total issue value¥90,292,500
Payment date31 July 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 20,533 shares, Name The Company's executive officers / Number of Employees 15 / Number of Shares 39,662 shares
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 6 July 2026, ¥1,500. No discount or premium applies.
Transfer restriction periodFrom 31 July 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictionsIn principle, directors must remain in the position of director until the first annual general meeting of shareholders held after the start date of the transfer restriction period, and executive officers must remain in the position of executive officer until the end of the first fiscal year thereafter. If a recipient retires for a justifiable reason, part of the restrictions will be lifted in proportion to the recipient's period of service.
Reason for acquisition without considerationIf a recipient retires from both the position of director and the position of executive officer before the prescribed date, except where the Board of Directors recognizes a justifiable reason, if any shares remain subject to the restrictions because the conditions for lifting them were not satisfied, or if the recipient retires in connection with a corporate reorganization or similar event, the Company will acquire the shares for no consideration.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 20,533 shares, Category The Company's executive officers / Number of Employees 15 / Number of allocated shares 39,662 shares
Total Stock-Based CompensationMonetary compensation receivables totaling ¥90,292,500. The annual amount of monetary compensation receivables granted as compensation and other remuneration to the eligible directors is capped at ¥100 million.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution 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 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 incentives for the sustainable enhancement of corporate value and further align the interests of the recipients with those of shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIHON KOHDEN CORPORATION (6849) timely disclosure | Komori