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Share Issuance and Disposal7912Dai Nippon Printing Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 64,618 treasury shares as restricted stock compensation to its directors, excluding outside directors, and executive officers. The eligible recipients will contribute monetary claims totaling ¥182,190,451 in kind.

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64618
Shares
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much64,618Shares

64,618 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)8 independent officers / 28,794 shares
The Company's executive officers26 / 35,824 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.

¥2,819.5 per share
Total issue value

¥182,190,451

Total Stock-Based Compensation
Total monetary claims of ¥182,190,451
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 24 July 2026 until immediately after the eligible recipient retires or resigns from the position of a prescribed officer or employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
For the service-based portion, the recipient must continuously hold the position of director or executive officer from 26 June 2026 until immediately before the conclusion of the first subsequent annual general meeting of shareholders. For the performance-based portion, in addition to this condition, the restrictions will be lifted for the number of shares calculated by multiplying the base number of shares by a performance evaluation coefficient of 0% to 100%, depending on the achievement levels for operating profit and ROE for the fiscal year ending March 2029.
Reason for acquisition without consideration
If the Board of Directors determines that the recipient has violated any law, regulation or internal rule during the transfer restriction period, or if any other event prescribed in the allocation agreement occurs. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered
8 directors of the Company, excluding outside directors, and 28,794 shares; 26 executive officers of the Company and 35,824 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of in any manner. The Company will acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at another applicable time.
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 Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,819.5. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The matter was considered following consultation with the Advisory Committee.
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 of64,618 common shares of the Company (treasury shares)
Issue price and disposal price¥2,819.5 per share
Total issue value¥182,190,451
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 8 independent officers / Number of Shares 28,794 shares, Name The Company's executive officers / Number of Employees 26 / Number of Shares 35,824 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of in any manner. The Company will acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at another applicable time.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,819.5. No discount or premium was applied.
Transfer restriction periodFrom 24 July 2026 until immediately after the eligible recipient retires or resigns from the position of a prescribed officer or employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsFor the service-based portion, the recipient must continuously hold the position of director or executive officer from 26 June 2026 until immediately before the conclusion of the first subsequent annual general meeting of shareholders. For the performance-based portion, in addition to this condition, the restrictions will be lifted for the number of shares calculated by multiplying the base number of shares by a performance evaluation coefficient of 0% to 100%, depending on the achievement levels for operating profit and ROE for the fiscal year ending March 2029.
Reason for acquisition without considerationIf the Board of Directors determines that the recipient has violated any law, regulation or internal rule during the transfer restriction period, or if any other event prescribed in the allocation agreement occurs. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered8 directors of the Company, excluding outside directors, and 28,794 shares; 26 executive officers of the Company and 35,824 shares
Total Stock-Based CompensationTotal monetary claims of ¥182,190,451
Procedures under the Corporate Code of ConductThe matter was considered following consultation with the Advisory Committee.
Items this document does not state (12)
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 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 the eligible directors and other recipients with an incentive to achieve sustained enhancement of corporate value and to promote greater value sharing with shareholders. The Company also took into consideration the purpose of the plan, its business conditions, the scope of responsibilities of each eligible director and other recipient, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Dai Nippon Printing Co.,Ltd. (7912) timely disclosure | Komori