Komori
Share Issuance and Disposal7435NADEX CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,140 treasury shares as restricted stock compensation for 4 directors. The transfer restriction period is 10 years, and the disposal date is 3 September 2026.

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12140
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,140Shares

12,140 common shares (treasury shares)

4 directors of the Company (excluding outside directors)12,140 shares

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

¥1,319 per share
Amount of funds to be raised

Total payment amount: ¥16,012,660 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥16,012,660 (the annual compensation limit for restricted stock compensation 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
3 September 2026 to 3 September 2036 (10 years)
Conditions for lifting transfer restrictions
The eligible director must continuously hold one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, advisor, counselor, or any other equivalent position. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or upon the prescribed retirement or resignation. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 12,140 shares
Intended allottee's holding policy
The transfer restriction period will be 10 years in order to achieve the sharing of shareholder value over the long term. During this period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
3 September 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 17 August 2026, ¥1,319 per share. The Company believes that this does not constitute a particularly favorable price. No discount or premium rate was disclosed.
Impact on Business Performance
Impact on results for the current fiscal year: 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 of12,140 common shares (treasury shares)
Issue price and disposal price¥1,319 per share
Amount of funds to be raisedTotal payment amount: ¥16,012,660 (estimated net proceeds: Not disclosed)
Payment date3 September 2026
Intended allotteeName 4 directors of the Company (excluding outside directors) / Number of Shares 12,140 shares
Intended allottee's holding policyThe transfer restriction period will be 10 years in order to achieve the sharing of shareholder value over the long term. During this period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 17 August 2026, ¥1,319 per share. The Company believes that this does not constitute a particularly favorable price. No discount or premium rate was disclosed.
Transfer restriction period3 September 2026 to 3 September 2036 (10 years)
Conditions for lifting transfer restrictionsThe eligible director must continuously hold one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, advisor, counselor, or any other equivalent position. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or upon the prescribed retirement or resignation. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 12,140 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥16,012,660 (the annual compensation limit for restricted stock compensation is ¥30 million)
Impact on Business PerformanceImpact on results for the current fiscal year: Not disclosed
Items this document does not state (14)
Total issue valueEstimated 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 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.

The purpose is to provide long-term incentives for the sustained enhancement of corporate value, promote the sharing of value with shareholders through long-term, stable shareholding, and further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NADEX CO.,LTD. (7435) timely disclosure | Komori