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Share Issuance and Disposal8089Nice CorporationTrading & Wholesale

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation for Directors

The Company resolved to issue 7,900 common shares to 5 directors as restricted stock compensation. The shares may not be transferred until the directors retire, and the transfer restrictions will be lifted if the prescribed conditions are met.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
7900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation for directors

Who receives how much7,900Shares

7,900 common shares (new shares)

5 directors of the Company (excluding outside directors)7,900 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,845 per share
Total issue value

¥14,575,500

Amount of funds to be raised
Total payment amount: ¥14,575,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥14,575,500
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 date on which the shares are allotted through the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictions
The recipient must remain a director of the Company continuously from the date of the annual general meeting of shareholders immediately preceding the date of allotment through the date of the annual general meeting of shareholders relating to the fiscal year ending March 2027. In the event of a corporate reorganization or similar event, the restrictions will be lifted at the time immediately preceding the business day before the effective date, provided that the prescribed conditions are met.
Reason for acquisition without consideration
If the transfer restrictions have not been lifted at the end of the restricted transfer period. Also, if the recipient causes the Company damage of ¥1 million or more through a breach of duties, commits an offense in violation of laws or regulations that carries a criminal penalty, or otherwise falls under any of the specified circumstances set forth in the allotment agreement.
Categories and Number of Persons Covered
5 directors of the Company (excluding outside directors), 7,900 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions on all shares held at the end of the restricted transfer period will be lifted, provided that the recipient remains a director continuously from the date of the annual general meeting of shareholders immediately preceding the date of allotment through the date of the annual general meeting of shareholders relating to the fiscal year ending March 2027.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,845. The discount rate and premium rate are Not disclosed.
Impact on Business Performance
Impact on business performance from this issuance of new shares Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation for directors
Number of shares to be issued or disposed of7,900 common shares (new shares)
Issue price and disposal price¥1,845 per share
Total issue value¥14,575,500
Amount of funds to be raisedTotal payment amount: ¥14,575,500; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName 5 directors of the Company (excluding outside directors) / Number of Shares 7,900 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions on all shares held at the end of the restricted transfer period will be lifted, provided that the recipient remains a director continuously from the date of the annual general meeting of shareholders immediately preceding the date of allotment through the date of the annual general meeting of shareholders relating to the fiscal year ending March 2027.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,845. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom the date on which the shares are allotted through the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictionsThe recipient must remain a director of the Company continuously from the date of the annual general meeting of shareholders immediately preceding the date of allotment through the date of the annual general meeting of shareholders relating to the fiscal year ending March 2027. In the event of a corporate reorganization or similar event, the restrictions will be lifted at the time immediately preceding the business day before the effective date, provided that the prescribed conditions are met.
Reason for acquisition without considerationIf the transfer restrictions have not been lifted at the end of the restricted transfer period. Also, if the recipient causes the Company damage of ¥1 million or more through a breach of duties, commits an offense in violation of laws or regulations that carries a criminal penalty, or otherwise falls under any of the specified circumstances set forth in the allotment agreement.
Categories and Number of Persons Covered5 directors of the Company (excluding outside directors), 7,900 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥14,575,500
Impact on Business PerformanceImpact on business performance from this issuance of new shares Not disclosed
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal 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 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.

To promote the sharing of value with shareholders and provide directors with incentives to sustainably enhance the Company's corporate value. The Company also took into consideration the purpose of the compensation plan, the Company's business performance, the recommendations of the Nomination and Compensation Committee, and the responsibilities of each eligible director.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation for Directors | Nice Corporation (8089) timely disclosure | Komori