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Share Issuance and Disposal7943NICHIHA CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 14,828 treasury shares as restricted stock compensation to 4 directors and 3 executive officers. The recipients will be granted monetary compensation claims totaling ¥43,638,804, and the full amount will be contributed in kind in exchange for the shares.

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Neutral
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Scale
14828
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,828Shares

14,828 shares of the Company’s common stock (treasury shares)

4 eligible directors (excluding outside directors)9,309 shares
3 eligible executive officers (executive officers who do not concurrently serve as directors of the Company and hold the rank of senior managing executive officer or above)5,519 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.

¥2,943 per share
Total issue value

¥43,638,804

Amount of funds to be raised
Total payment amount: ¥43,638,804; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥43,638,804. The total amount of compensation claims for eligible directors is capped at ¥160 million per year.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 22 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company through the first expiration of the recipient’s term of office occurring after 22 July 2026. If the recipient ceases to hold such a position for a legitimate reason, the transfer restrictions will be lifted on the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The recipient ceases to hold the position before the expiration of the term of office or employment period, unless the Board of Directors recognizes a legitimate reason; the transfer restrictions remain in place when the applicable period expires; the transfer restrictions are not lifted in connection with a corporate reorganization or similar event; or certain other events occur, including a material violation of laws, internal rules or other applicable requirements, serious accounting fraud or a substantial loss.
Categories and Number of Persons Covered
4 eligible directors: 9,309 shares; 3 eligible executive officers: 5,519 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest by way of transfer, make an inter vivos gift, bequeath the shares or otherwise dispose of them in any manner. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 24 June 2026, ¥2,943. No discount or premium.
Impact on Business Performance
Impact on financial results: 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 of14,828 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥2,943 per share
Total issue value¥43,638,804
Amount of funds to be raisedTotal payment amount: ¥43,638,804; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeName 4 eligible directors (excluding outside directors) / Number of Shares 9,309 shares, Name 3 eligible executive officers (executive officers who do not concurrently serve as directors of the Company and hold the rank of senior managing executive officer or above) / Number of Shares 5,519 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest by way of transfer, make an inter vivos gift, bequeath the shares or otherwise dispose of them in any manner. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 24 June 2026, ¥2,943. No discount or premium.
Transfer restriction periodFrom 22 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company through the first expiration of the recipient’s term of office occurring after 22 July 2026. If the recipient ceases to hold such a position for a legitimate reason, the transfer restrictions will be lifted on the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe recipient ceases to hold the position before the expiration of the term of office or employment period, unless the Board of Directors recognizes a legitimate reason; the transfer restrictions remain in place when the applicable period expires; the transfer restrictions are not lifted in connection with a corporate reorganization or similar event; or certain other events occur, including a material violation of laws, internal rules or other applicable requirements, serious accounting fraud or a substantial loss.
Categories and Number of Persons Covered4 eligible directors: 9,309 shares; 3 eligible executive officers: 5,519 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥43,638,804. The total amount of compensation claims for eligible directors is capped at ¥160 million per year.
Impact on Business PerformanceImpact on financial results: Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 shares will be disposed of under the restricted stock compensation plan to further strengthen the eligible directors’ motivation to contribute to the appreciation of the Company’s share price and the enhancement of corporate value. The amount of the compensation claim for each recipient was determined after comprehensively considering factors including the recipient’s contribution to the Company.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NICHIHA CORPORATION (7943) timely disclosure | Komori