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Share Issuance and Disposal7014Namura Shipbuilding Co.,Ltd.Automobiles and transportation equipment

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 79,800 common shares to 12 directors and executive officers as restricted stock compensation. The payment amount is ¥3,840 per share, for a total of ¥306,432,000.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much79,800Shares

79,800 common shares

5 directors of the Company, excluding outside directors78,600 shares
7 executive officers who do not concurrently serve as directors of the Company1,200 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.

¥3,840 per share
Total issue value

¥306,432,000

Amount of funds to be raised
Total payment amount: ¥306,432,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥306,432,000. For eligible directors, the compensation framework provides for monetary claims of up to ¥300 million per year.
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 22 July 2026 until immediately after the recipient ceases to hold any of the positions of director, executive officer who does not concurrently serve as a director, or audit & supervisory board member of the Company, or leaves employment.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director, executive officer who does not concurrently serve as a director, or audit & supervisory board member of the Company throughout the service provision period, the transfer restrictions on all of the shares will be lifted upon expiration of the transfer restriction period. If the recipient ceases to hold office or leaves employment upon expiration of the term of office, mandatory retirement or for another legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the period served.
Reason for acquisition without consideration
If the recipient violates any law or regulation during the transfer restriction period or falls under any other specified circumstance stipulated in the restricted stock allotment agreement, the Company will acquire all of the recipient's allotted shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 78,600 shares (including 500 shares attributable to the executive officer portion of directors who concurrently serve as executive officers), Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 1,200 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,840. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The amount of monetary claims to be paid to eligible directors was submitted to the Nomination and Compensation Committee for consultation.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of79,800 common shares
Issue price and disposal price¥3,840 per share
Total issue value¥306,432,000
Amount of funds to be raisedTotal payment amount: ¥306,432,000; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeCategory 5 directors of the Company, excluding outside directors / Number of Shares 78,600 shares, Category 7 executive officers who do not concurrently serve as directors of the Company / Number of Shares 1,200 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,840. No discount or premium rate is stated.
Transfer restriction periodFrom 22 July 2026 until immediately after the recipient ceases to hold any of the positions of director, executive officer who does not concurrently serve as a director, or audit & supervisory board member of the Company, or leaves employment.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the positions of director, executive officer who does not concurrently serve as a director, or audit & supervisory board member of the Company throughout the service provision period, the transfer restrictions on all of the shares will be lifted upon expiration of the transfer restriction period. If the recipient ceases to hold office or leaves employment upon expiration of the term of office, mandatory retirement or for another legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the period served.
Reason for acquisition without considerationIf the recipient violates any law or regulation during the transfer restriction period or falls under any other specified circumstance stipulated in the restricted stock allotment agreement, the Company will acquire all of the recipient's allotted shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 78,600 shares (including 500 shares attributable to the executive officer portion of directors who concurrently serve as executive officers), Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 1,200 shares
Total Stock-Based CompensationTotal monetary claims: ¥306,432,000. For eligible directors, the compensation framework provides for monetary claims of up to ¥300 million per year.
Procedures under the Corporate Code of ConductThe amount of monetary claims to be paid to eligible directors was submitted to the Nomination and Compensation Committee for consultation.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 an incentive for the sustainable enhancement of corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and other recipient.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Namura Shipbuilding Co.,Ltd. (7014) timely disclosure | Komori