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Share Issuance and Disposal7399NANSIN CO.,LTD.Automobiles and transportation equipment

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

The Company resolved to dispose of 14,756 treasury shares at ¥576 per share to 5 directors as restricted stock compensation. The shares generally may not be transferred until the date the directors cease to hold their positions, and the Company will acquire them without consideration if certain conditions are not met.

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14756
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,756Shares

14,756 common shares (treasury shares)

5 directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 14,756 shares

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

Issue/disposal price: ¥576 per share
Total issue value

¥8,499,456

Amount of funds to be raised
Total payment amount: ¥8,499,456; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥8,499,456. The annual remuneration limit is ¥80,000 thousand.
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 until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The restrictions on all of the allocated shares will be lifted upon expiration of the restricted transfer period, provided that the recipient continuously holds the position of director of the Company from 24 July 2026 through 1 July 2027. If the recipient ceases to hold the position due to death, expiration of the term of office, or any other reason deemed justifiable by the Company's Board of Directors, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allocated under the plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 14,756 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted transfer period runs from 24 July 2026 until the date the recipient ceases to hold the position of director of the Company.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥576. 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 of14,756 common shares (treasury shares)
Issue price and disposal priceIssue/disposal price: ¥576 per share
Total issue value¥8,499,456
Amount of funds to be raisedTotal payment amount: ¥8,499,456; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allottee5 directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 14,756 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted transfer period runs from 24 July 2026 until the date the recipient ceases to hold the position of director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥576. No discount or premium applies.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe restrictions on all of the allocated shares will be lifted upon expiration of the restricted transfer period, provided that the recipient continuously holds the position of director of the Company from 24 July 2026 through 1 July 2027. If the recipient ceases to hold the position due to death, expiration of the term of office, or any other reason deemed justifiable by the Company's Board of Directors, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allocated under the plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 14,756 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥8,499,456. The annual remuneration limit is ¥80,000 thousand.
Items this document does not state (14)
Estimated 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 directors with an incentive to sustainably enhance corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors | NANSIN CO.,LTD. (7399) timely disclosure | Komori