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Share Issuance and Disposal7974Nintendo Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Nintendo resolved to dispose of 44,500 treasury shares as restricted stock compensation to 6 directors and 7 executive officers. The total disposal price is ¥305,225,500, and the shares generally may not be transferred until immediately after the recipient ceases to hold the relevant position.

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Direction
Neutral
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Scale
44500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much44,500Shares

44,500 shares of the Company's common stock (treasury shares)

6 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors34,000 shares
7 executive officers who do not concurrently serve as directors of the Company, excluding non-residents of Japan10,500 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.

¥6,859 per share
Total issue value

¥305,225,500

Amount of funds to be raised
Total payment amount: ¥305,225,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥305,225,500
発行済株式総数

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

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 recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or executive officer of the Company throughout the service provision period, the transfer restrictions on all of the shares allotted under this arrangement will be lifted upon expiry of the transfer restriction period. If the recipient ceases to hold the position due to expiry of the term of office, reaching the retirement age, illness, inability to perform duties, death or another reason deemed legitimate by the Board of Directors, the transfer restrictions on the prescribed number of shares will be lifted immediately after the recipient ceases to hold the position.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient ceases to hold the position for a reason other than a legitimate reason, commits an act in violation of laws or regulations, or otherwise falls under any of the specified circumstances set out in the share allotment agreement, the Company will acquire all of the recipient's shares allotted under this arrangement without consideration. Shares for which the transfer restrictions have not been lifted will also be acquired without consideration.
Stock Split Ratio10 shares for each share; effective date: 1 October 2022
Categories and Number of Persons Covered
6 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors: 34,000 shares; 7 executive officers who do not concurrently serve as directors of the Company, excluding non-residents of Japan: 10,500 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The transfer restriction period runs from 24 July 2026 until immediately after the recipient ceases to hold either the position of director or executive officer of the Company.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,859. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
Following deliberation by the voluntary Nomination and Other Advisory Committee, whose principal members are outside directors, the matter was resolved by the Board of Directors.
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 of44,500 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥6,859 per share
Total issue value¥305,225,500
Amount of funds to be raisedTotal payment amount: ¥305,225,500; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 6 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 34,000 shares, Name 7 executive officers who do not concurrently serve as directors of the Company, excluding non-residents of Japan / Number of Shares 10,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The transfer restriction period runs from 24 July 2026 until immediately after the recipient ceases to hold either the position of director or executive officer of the Company.
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 stock on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,859. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or executive officer of the Company throughout the service provision period, the transfer restrictions on all of the shares allotted under this arrangement will be lifted upon expiry of the transfer restriction period. If the recipient ceases to hold the position due to expiry of the term of office, reaching the retirement age, illness, inability to perform duties, death or another reason deemed legitimate by the Board of Directors, the transfer restrictions on the prescribed number of shares will be lifted immediately after the recipient ceases to hold the position.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient ceases to hold the position for a reason other than a legitimate reason, commits an act in violation of laws or regulations, or otherwise falls under any of the specified circumstances set out in the share allotment agreement, the Company will acquire all of the recipient's shares allotted under this arrangement without consideration. Shares for which the transfer restrictions have not been lifted will also be acquired without consideration.
Categories and Number of Persons Covered6 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors: 34,000 shares; 7 executive officers who do not concurrently serve as directors of the Company, excluding non-residents of Japan: 10,500 shares
Total Stock-Based CompensationTotal monetary receivables: ¥305,225,500
Stock Split Ratio10 shares for each share; effective date: 1 October 2022
Procedures under the Corporate Code of ConductFollowing deliberation by the voluntary Nomination and Other Advisory Committee, whose principal members are outside directors, the matter was resolved by the Board of Directors.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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.

The decision was made after taking into consideration the purpose of the restricted stock compensation plan, the Company's operating performance, the scope of the responsibilities of each eligible director and other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nintendo Co.,Ltd. (7974) timely disclosure | Komori