Komori
Share Issuance and Disposal7500NISHIKAWA KEISOKU Co.,Ltd.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

A resolution was passed to dispose of 4,931 treasury shares as restricted stock compensation for 4 directors and 11 executive officers. The eligible recipients will contribute monetary compensation receivables in kind and acquire the shares at ¥10,120 per share.

Worth reading
46Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
4931
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,931Shares

4,931 common shares (treasury shares)

4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors3,142 shares
11 of the Company's executive officers1,789 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.

¥10,120 per share
Total issue value

¥49,901,720

Amount of funds to be raised
Total payment amount: ¥49,901,720; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥49,901,720. The total annual amount of monetary compensation receivables for eligible directors is limited to ¥50 million.
発行済株式総数

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 the payment date until the later of the date on which the recipient retires or leaves the position of director of the Company or another position designated by the Company's Board of Directors, or the date more than 3 months after the end of the fiscal year in which the payment date falls
Conditions for lifting transfer restrictions
All restrictions will be lifted when the restricted transfer period expires, provided that the recipient remains in the designated position continuously from the payment date until the close of the first annual general meeting of shareholders to be held thereafter. In the event of retirement or resignation for a legitimate reason, or death, the restrictions will be lifted on the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the recipient retires or resigns without a legitimate reason before the close of the first annual general meeting of shareholders to be held thereafter, or if any shares remain subject to restrictions when the restrictions are lifted. In the event of a corporate reorganisation or similar event, the Company will acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors: 3,142 shares; 11 executive officers of the Company: 1,789 shares
Intended allottee's holding policy
To achieve sustained growth in corporate value and long-term value sharing with shareholders, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of during the restricted transfer period, and must be held and maintained in a designated account.
Payment date
20 November 2026
Basis for determining the amount to be paid
Closing price of the Company's common shares on the Tokyo Stock Exchange on 22 October 2026: ¥10,120. No discount or premium rate was stated.
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 of4,931 common shares (treasury shares)
Issue price and disposal price¥10,120 per share
Total issue value¥49,901,720
Amount of funds to be raisedTotal payment amount: ¥49,901,720; estimated net proceeds: Not disclosed
Payment date20 November 2026
Intended allotteeCategory 4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Shares 3,142 shares, Category 11 of the Company's executive officers / Number of Shares 1,789 shares
Intended allottee's holding policyTo achieve sustained growth in corporate value and long-term value sharing with shareholders, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of during the restricted transfer period, and must be held and maintained in a designated account.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidClosing price of the Company's common shares on the Tokyo Stock Exchange on 22 October 2026: ¥10,120. No discount or premium rate was stated.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient retires or leaves the position of director of the Company or another position designated by the Company's Board of Directors, or the date more than 3 months after the end of the fiscal year in which the payment date falls
Conditions for lifting transfer restrictionsAll restrictions will be lifted when the restricted transfer period expires, provided that the recipient remains in the designated position continuously from the payment date until the close of the first annual general meeting of shareholders to be held thereafter. In the event of retirement or resignation for a legitimate reason, or death, the restrictions will be lifted on the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the recipient retires or resigns without a legitimate reason before the close of the first annual general meeting of shareholders to be held thereafter, or if any shares remain subject to restrictions when the restrictions are lifted. In the event of a corporate reorganisation or similar event, the Company will acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors: 3,142 shares; 11 executive officers of the Company: 1,789 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥49,901,720. The total annual amount of monetary compensation receivables for eligible directors is limited to ¥50 million.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal 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 increase the recipients’ awareness of their participation in management through ownership of the Company’s shares, promote the sustainable enhancement of corporate value, and foster long-term value sharing with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | NISHIKAWA KEISOKU Co.,Ltd. (7500) timely disclosure | Komori