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Share Issuance and Disposal7731NIKON CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Performance-Linked Share-Based Compensation

NIKON CORPORATION will deliver 7,686 treasury shares as performance-linked stock compensation to 1 director and 15 executive officers and others. The recipients will be granted monetary remuneration claims, which will be contributed in kind in exchange for the disposal of the shares.

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Details of issuance or disposal

Disposal of treasury shares as performance-linked stock compensation

Who receives how much7,686Shares

7,686 shares of the Company's common stock (treasury shares)

Directors who are not Audit & Supervisory Committee Members (excluding directors who do not concurrently serve as executive officers, non-Japanese nationals and non-residents of Japan)1 / 881 shares
Executive officers and others (excluding non-Japanese nationals and non-residents of Japan)15 / 6,805 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.

¥2,265.5 per share
Total issue value

¥17,412,636

Total Stock-Based Compensation
Total monetary remuneration claims of ¥17,412,636
発行済株式総数

The total number of issued shares will not increase (treasury share disposal only)

Not applicable (disposal of treasury shares only)

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
The period from the date the shares are delivered until the recipient ceases to hold any position as a director or executive officer or other such position of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the recipient has continuously held either a position as a director or as an executive officer or other such position throughout the service provision period, which is scheduled to run from the start date to the end date of each fiscal year subject to performance evaluation. The performance-linked coefficient will be calculated within a range of 0% to 150% based on the degree of achievement of targets including revenue, operating profit margin, ROE, operating profit from growth drivers and services and components, and initiatives to strengthen the management foundation.
Reason for acquisition without consideration
The Company will acquire without consideration all or the remaining shares that have not had their transfer restrictions lifted, in the event that the recipient retires without a legitimate reason or if certain other circumstances arise.
Categories and Number of Persons Covered
1 director who is not an Audit & Supervisory Committee Member, 881 shares; 15 executive officers and others, 6,805 shares
Intended allottee's holding policy
The shares acquired under the allotment agreement may not be transferred, pledged as collateral or otherwise disposed of during the transfer restriction period.
Payment date
17 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange was ¥2,265.5 on 15 May 2026, the business day preceding the date of the Board of Directors' resolution. There is no discount or premium.
Procedures under the Corporate Code of Conduct
At the 158th Annual General Meeting of Shareholders held on 29 June 2022, approval was obtained for the granting of monetary remuneration claims and other matters under this system.
Impact on Business Performance
No information is provided regarding the impact on financial results
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked stock compensation
Number of shares to be issued or disposed of7,686 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,265.5 per share
Total issue value¥17,412,636
Payment date17 June 2026
Intended allotteeCategory Directors who are not Audit & Supervisory Committee Members (excluding directors who do not concurrently serve as executive officers, non-Japanese nationals and non-residents of Japan) / Number of Employees 1 / Number of Shares 881 shares, Category Executive officers and others (excluding non-Japanese nationals and non-residents of Japan) / Number of Employees 15 / Number of Shares 6,805 shares
Intended allottee's holding policyThe shares acquired under the allotment agreement may not be transferred, pledged as collateral or otherwise disposed of during the transfer restriction period.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase (treasury share disposal only)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange was ¥2,265.5 on 15 May 2026, the business day preceding the date of the Board of Directors' resolution. There is no discount or premium.
Transfer restriction periodThe period from the date the shares are delivered until the recipient ceases to hold any position as a director or executive officer or other such position of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the recipient has continuously held either a position as a director or as an executive officer or other such position throughout the service provision period, which is scheduled to run from the start date to the end date of each fiscal year subject to performance evaluation. The performance-linked coefficient will be calculated within a range of 0% to 150% based on the degree of achievement of targets including revenue, operating profit margin, ROE, operating profit from growth drivers and services and components, and initiatives to strengthen the management foundation.
Reason for acquisition without considerationThe Company will acquire without consideration all or the remaining shares that have not had their transfer restrictions lifted, in the event that the recipient retires without a legitimate reason or if certain other circumstances arise.
Categories and Number of Persons Covered1 director who is not an Audit & Supervisory Committee Member, 881 shares; 15 executive officers and others, 6,805 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥17,412,636
Procedures under the Corporate Code of ConductAt the 158th Annual General Meeting of Shareholders held on 29 June 2022, approval was obtained for the granting of monetary remuneration claims and other matters under this system.
Impact on Business PerformanceNo information is provided regarding the impact on financial results
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

In addition to providing an incentive to achieve the targets of the medium-term management plan, the purpose is to promote the enhancement of corporate value over the medium to long term and the sharing of value with shareholders. The number of shares was calculated based on the degree of achievement of the performance targets for fiscal 2025 and other factors, and was determined based on the deliberations of the Compensation Committee.

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Notice Regarding the Disposal of Treasury Shares as Performance-Linked Share-Based Compensation | NIKON CORPORATION (7731) timely disclosure | Komori