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Share Issuance and Disposal9332NISSO HOLDINGS 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 57,769 of its treasury shares to 15 directors and executive officers as restricted stock compensation. The total payment amount is ¥35,643,473, and the recipients will be prohibited from transferring the shares for a specified period.

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46Recurring
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Direction
Neutral
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Scale
57769
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much57,769Shares

57,769 common shares of the company (treasury shares)

The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors3 / 37,924 shares
Executive officers of the Company5 / 8,505 shares
Directors of the company's subsidiaries4 / 6,480 shares
Executive officers of the company’s subsidiaries3 / 4,860 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.

¥617 per share
Total issue value

¥35,643,473

Amount of funds to be raised
As the entire amount of the monetary compensation receivables will be contributed in kind, the total payment amount is ¥35,643,473 and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥35,643,473 (¥23,399,108 for eligible directors, ¥5,247,585 for the company’s executive officers, ¥3,998,160 for directors of the company’s subsidiaries, and ¥2,998,620 for executive officers of the company’s subsidiaries). The annual compensation limit for eligible directors is ¥50 million or less.
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 the payment date until the later of the date on which the recipient retires or leaves the position of director or another position designated by the company’s Board of Directors, or the date that is more than 3 months after the end of the fiscal year containing the payment date
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director or executive officer of the company or one of its subsidiaries during the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or departure for a valid reason, or death, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If the recipient retires or leaves the position of director or executive officer of the company or one of its subsidiaries during the service provision period without a valid reason, or if any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted.
Categories and Number of Persons Covered
Category The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 3 / Number of allocated shares 37,924 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares 8,505 shares, Category Directors of the company's subsidiaries / Number of Employees 4 / Number of allocated shares 6,480 shares, Category Executive officers of the company’s subsidiaries / Number of Employees 3 / Number of allocated shares 4,860 shares
Intended allottee's holding policy
The recipients will hold and maintain all of the allocated shares in dedicated accounts until the transfer restrictions are lifted.
Payment date
4 August 2026
Basis for determining the amount to be paid
The closing price of the company’s common shares on the Tokyo Stock Exchange on 16 July 2026, ¥617. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 26 June 2024, the payment of monetary compensation receivables to eligible directors and the upper limit on the total number of shares were approved.
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 of57,769 common shares of the company (treasury shares)
Issue price and disposal price¥617 per share
Total issue value¥35,643,473
Amount of funds to be raisedAs the entire amount of the monetary compensation receivables will be contributed in kind, the total payment amount is ¥35,643,473 and the estimated net proceeds are Not disclosed
Payment date4 August 2026
Intended allotteeName The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 3 / Number of Shares 37,924 shares, Name Executive officers of the Company / Number of Employees 5 / Number of Shares 8,505 shares, Name Directors of the company's subsidiaries / Number of Employees 4 / Number of Shares 6,480 shares, Name Executive officers of the company’s subsidiaries / Number of Employees 3 / Number of Shares 4,860 shares
Intended allottee's holding policyThe recipients will hold and maintain all of the allocated shares in dedicated accounts until the transfer restrictions are lifted.
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 on 16 July 2026, ¥617. No discount or premium rate was stated.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient retires or leaves the position of director or another position designated by the company’s Board of Directors, or the date that is more than 3 months after the end of the fiscal year containing the payment date
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director or executive officer of the company or one of its subsidiaries during the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or departure for a valid reason, or death, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf the recipient retires or leaves the position of director or executive officer of the company or one of its subsidiaries during the service provision period without a valid reason, or if any shares remain subject to transfer restrictions when the restrictions are scheduled to be lifted.
Categories and Number of Persons CoveredCategory The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 3 / Number of allocated shares 37,924 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares 8,505 shares, Category Directors of the company's subsidiaries / Number of Employees 4 / Number of allocated shares 6,480 shares, Category Executive officers of the company’s subsidiaries / Number of Employees 3 / Number of allocated shares 4,860 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥35,643,473 (¥23,399,108 for eligible directors, ¥5,247,585 for the company’s executive officers, ¥3,998,160 for directors of the company’s subsidiaries, and ¥2,998,620 for executive officers of the company’s subsidiaries). The annual compensation limit for eligible directors is ¥50 million or less.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 26 June 2024, the payment of monetary compensation receivables to eligible directors and the upper limit on the total number of shares were approved.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 enhance the recipients’ awareness of participating in management by having them own the company’s shares, promote the sustained enhancement of corporate value, and advance the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NISSO HOLDINGS Co.,Ltd. (9332) timely disclosure | Komori