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Share Issuance and Disposal6863NIRECO CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 33,690 treasury shares as restricted stock, with directors, executive officers and employees making in-kind contributions of monetary compensation receivables. The number of shares and value shown are those after the stock split.

Worth reading
49Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
33690
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much33,690Shares

33,690 shares of the Company’s common stock (treasury shares)

3 directors of the Company, excluding directors serving as Audit and Supervisory Committee Members and outside directors12,000 shares
5 Company executive officers12,000 shares
64 Company employees9,690 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.

¥904 per share
Total issue value

¥30,455,760

Amount of funds to be raised
As the disposal is made through in-kind contributions of monetary compensation receivables, this is not a conventional financing. Total monetary compensation receivables: ¥30,455,760 (directors: ¥10,848,000; executive officers and employees: ¥19,607,760)
Total Stock-Based Compensation
Monetary compensation receivables of ¥10,848,000 for the directors and ¥19,607,760 for the executive officers and employees. The annual compensation limit for the covered directors is ¥30 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
For the covered directors and executive officers, from the payment date until the later of the date on which they retire from their positions as directors or other positions specified by the Board of Directors, or the date falling more than 3 months after the end of the fiscal year containing the payment date. For the covered employees, until the later of the date on which they retire from their employee positions or the date falling more than 3 months after the end of that fiscal year.
Conditions for lifting transfer restrictions
For the covered directors and executive officers, they must continuously hold the position of director or executive officer from the payment date until the conclusion of the first Annual General Meeting of Shareholders held thereafter, or retire due to death. For the covered employees, they must remain in the position of executive officer or employee without taking leave of absence and, upon retirement or transfer to another company, have completed 5 years, excluding periods of leave of absence, since assuming a managerial position at the Company.
Reason for acquisition without consideration
If a recipient retires or leaves employment from the prescribed position without a legitimate reason; if there are shares for which the transfer restrictions are not lifted because the release conditions have not been satisfied; if the recipient is sentenced to imprisonment or a more serious penalty during the transfer restriction period; if the recipient causes damage to the Company intentionally or through gross negligence; if the recipient damages corporate value or violates the principle of good faith; or if the Board of Directors otherwise determines that the Company should acquire the shares without consideration.
Stock Split RatioA 1-for-3 stock split. Record date: 31 July 2026; effective date: 1 August 2026.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 12,000 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares 12,000 shares, Category The Company's employees / Number of Employees 64 people / Number of allocated shares 9,690 shares
Intended allottee's holding policy
All of the shares allocated under this arrangement will be held and maintained in a dedicated account opened with Mizuho Securities Co., Ltd. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred, pledged, donated inter vivos or otherwise disposed of.
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 ¥904, after applying the stock split. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 97th Annual General Meeting of Shareholders held on 23 June 2023, approval was obtained for the payment of monetary compensation receivables to the covered directors and the maximum number of shares. The disposal was resolved at a Board of Directors’ meeting held on 23 July 2026. The acquisition of an opinion from an independent third party is Not disclosed.
Impact on Business Performance
The 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 of33,690 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥904 per share
Total issue value¥30,455,760
Amount of funds to be raisedAs the disposal is made through in-kind contributions of monetary compensation receivables, this is not a conventional financing. Total monetary compensation receivables: ¥30,455,760 (directors: ¥10,848,000; executive officers and employees: ¥19,607,760)
Payment date20 August 2026
Intended allotteeName 3 directors of the Company, excluding directors serving as Audit and Supervisory Committee Members and outside directors / Number of Shares 12,000 shares, Name 5 Company executive officers / Number of Shares 12,000 shares, Name 64 Company employees / Number of Shares 9,690 shares
Intended allottee's holding policyAll of the shares allocated under this arrangement will be held and maintained in a dedicated account opened with Mizuho Securities Co., Ltd. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred, pledged, donated inter vivos 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 22 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥904, after applying the stock split. No discount or premium applies.
Transfer restriction periodFor the covered directors and executive officers, from the payment date until the later of the date on which they retire from their positions as directors or other positions specified by the Board of Directors, or the date falling more than 3 months after the end of the fiscal year containing the payment date. For the covered employees, until the later of the date on which they retire from their employee positions or the date falling more than 3 months after the end of that fiscal year.
Conditions for lifting transfer restrictionsFor the covered directors and executive officers, they must continuously hold the position of director or executive officer from the payment date until the conclusion of the first Annual General Meeting of Shareholders held thereafter, or retire due to death. For the covered employees, they must remain in the position of executive officer or employee without taking leave of absence and, upon retirement or transfer to another company, have completed 5 years, excluding periods of leave of absence, since assuming a managerial position at the Company.
Reason for acquisition without considerationIf a recipient retires or leaves employment from the prescribed position without a legitimate reason; if there are shares for which the transfer restrictions are not lifted because the release conditions have not been satisfied; if the recipient is sentenced to imprisonment or a more serious penalty during the transfer restriction period; if the recipient causes damage to the Company intentionally or through gross negligence; if the recipient damages corporate value or violates the principle of good faith; or if the Board of Directors otherwise determines that the Company should acquire the shares without consideration.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 12,000 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares 12,000 shares, Category The Company's employees / Number of Employees 64 people / Number of allocated shares 9,690 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥10,848,000 for the directors and ¥19,607,760 for the executive officers and employees. The annual compensation limit for the covered directors is ¥30 million.
Stock Split RatioA 1-for-3 stock split. Record date: 31 July 2026; effective date: 1 August 2026.
Procedures under the Corporate Code of ConductAt the 97th Annual General Meeting of Shareholders held on 23 June 2023, approval was obtained for the payment of monetary compensation receivables to the covered directors and the maximum number of shares. The disposal was resolved at a Board of Directors’ meeting held on 23 July 2026. The acquisition of an opinion from an independent third party is Not disclosed.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (11)
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 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 enhance the recipients’ awareness of their participation in management by having them hold the Company’s shares, deepen the sharing of value with shareholders, and increase corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIRECO CORPORATION (6863) timely disclosure | Komori