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Share Issuance and Disposal9034NANSO Transport Co.,Ltd.Transportation and Logistics

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 19,044 treasury shares at ¥1,601 per share to 12 directors and executive officers as restricted stock compensation. The total disposal amount is ¥30,489,444, and the disposal will be made through an in-kind contribution of monetary claims.

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19044
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,044Shares

19,044 common shares (treasury shares)

Directors of the Company (excluding outside directors)6 / 15,300 shares
The Company's executive officers who do not concurrently serve as directors6 / 3,744 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.

¥1,601 per share
Total issue value

¥30,489,444

Amount of funds to be raised
Total paid-in amount: ¥30,489,444; estimated net proceeds: Not disclosed (as the disposal will be made through an in-kind contribution, there will be no actual cash raised by the Company)
Total Stock-Based Compensation
Total monetary claims: ¥30,489,444. The annual compensation limit for eligible directors is ¥100 million or less.
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 7 August 2026 until immediately after the recipient retires or resigns from a prescribed position as an officer or employee of the Company or one of its subsidiaries.
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restriction period, provided that the recipient continuously holds one of the following positions during the service provision period: director, executive officer, corporate auditor, adviser, consultant, employee or any equivalent position at the Company or one of its subsidiaries. If the recipient retires or resigns for a legitimate reason, such as the expiration of the term of office or reaching the mandatory retirement age, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If, during the restriction period, the recipient engages in an act that violates laws or regulations or otherwise falls under certain grounds specified in the share allocation agreement. This also applies if any shares remain subject to restrictions upon expiration of the restriction period or at a prescribed time when the restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 15,300 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of allocated shares 3,744 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of in any way. The shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
7 August 2026
Basis for determining the amount to be paid
The amount is based on the ¥1,601 closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 July 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business Performance
No specific impact of this matter on business performance is stated.
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 of19,044 common shares (treasury shares)
Issue price and disposal price¥1,601 per share
Total issue value¥30,489,444
Amount of funds to be raisedTotal paid-in amount: ¥30,489,444; estimated net proceeds: Not disclosed (as the disposal will be made through an in-kind contribution, there will be no actual cash raised by the Company)
Payment date7 August 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of Shares 15,300 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of Shares 3,744 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of in any way. The shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe amount is based on the ¥1,601 closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 July 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction periodFrom 7 August 2026 until immediately after the recipient retires or resigns from a prescribed position as an officer or employee of the Company or one of its subsidiaries.
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restriction period, provided that the recipient continuously holds one of the following positions during the service provision period: director, executive officer, corporate auditor, adviser, consultant, employee or any equivalent position at the Company or one of its subsidiaries. If the recipient retires or resigns for a legitimate reason, such as the expiration of the term of office or reaching the mandatory retirement age, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf, during the restriction period, the recipient engages in an act that violates laws or regulations or otherwise falls under certain grounds specified in the share allocation agreement. This also applies if any shares remain subject to restrictions upon expiration of the restriction period or at a prescribed time when the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 15,300 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of allocated shares 3,744 shares
Total Stock-Based CompensationTotal monetary claims: ¥30,489,444. The annual compensation limit for eligible directors is ¥100 million or less.
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business PerformanceNo specific impact of this matter on business performance is stated.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

To provide an incentive for the sustained enhancement of corporate value, promote the sharing of value with shareholders, and further enhance the motivation of each eligible director and other eligible person.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | NANSO Transport Co.,Ltd. (9034) timely disclosure | Komori