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Share Issuance and Disposal7287NIPPON SEIKI CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,786 treasury shares as restricted stock compensation for its directors and executive officers. The recipients are 4 directors and 6 executive officers.

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Direction
Neutral
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Scale
6786
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,786Shares

6,786 shares of the Company's common stock (treasury shares)

4 of the Company's directors (excluding outside directors and directors who are Audit & Supervisory Committee Members)4,098 shares
6 executive officers of the Company2,688 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.

¥2,531 per share
Total issue value

¥17,175,366

Total Stock-Based Compensation
Total monetary compensation receivables of ¥17,175,366. The annual monetary compensation receivables under the system are capped at ¥27 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 17 July 2026 until the recipients cease to hold any position as a director or executive officer of the Company or leave the Company's employment
Conditions for lifting transfer restrictions
The restrictions will be fully lifted when the restriction period expires, provided that the recipient continuously held a position as either a director or executive officer of the Company during the service period from the date of this General Meeting of Shareholders through the date of the following year's Annual General Meeting of Shareholders. In the event of ceasing to hold office or leaving employment for a legitimate reason, the restrictions will be adjusted reasonably.
Reason for acquisition without consideration
If a recipient ceases to hold any position as a director or executive officer of the Company or leaves the Company's employment before the restriction period expires without a legitimate reason. If any shares remain subject to the restrictions when the restriction period expires. If any shares remain subject to the restrictions after the restrictions have been lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
4 directors: 4,098 shares; 6 executive officers: 2,688 shares
Intended allottee's holding policy
During the restriction period, the recipients may not transfer the shares, create a pledge or security interest by way of transfer, make a gift during their lifetime, bequeath the shares, or otherwise dispose of them in any manner.
Payment date
17 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 25 June 2026, which was ¥2,531. 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 of6,786 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,531 per share
Total issue value¥17,175,366
Payment date17 July 2026
Intended allotteeName 4 of the Company's directors (excluding outside directors and directors who are Audit & Supervisory Committee Members) / Number of Shares 4,098 shares, Name 6 executive officers of the Company / Number of Shares 2,688 shares
Intended allottee's holding policyDuring the restriction period, the recipients may not transfer the shares, create a pledge or security interest by way of transfer, make a gift during their lifetime, bequeath the shares, or otherwise dispose of them in any manner.
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, which was ¥2,531. No discount or premium applies.
Transfer restriction periodFrom 17 July 2026 until the recipients cease to hold any position as a director or executive officer of the Company or leave the Company's employment
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted when the restriction period expires, provided that the recipient continuously held a position as either a director or executive officer of the Company during the service period from the date of this General Meeting of Shareholders through the date of the following year's Annual General Meeting of Shareholders. In the event of ceasing to hold office or leaving employment for a legitimate reason, the restrictions will be adjusted reasonably.
Reason for acquisition without considerationIf a recipient ceases to hold any position as a director or executive officer of the Company or leaves the Company's employment before the restriction period expires without a legitimate reason. If any shares remain subject to the restrictions when the restriction period expires. If any shares remain subject to the restrictions after the restrictions have been lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered4 directors: 4,098 shares; 6 executive officers: 2,688 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥17,175,366. The annual monetary compensation receivables under the system are capped at ¥27 million.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution 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 an incentive to achieve sustained growth in corporate value and further align the interests of the eligible directors and other recipients with those of shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIPPON SEIKI CO.,LTD. (7287) timely disclosure | Komori