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Share Issuance and Disposal9716NOMURA 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 52,247 treasury shares to directors, Senior Executive Officers and representative directors of subsidiaries as restricted stock compensation. The transfer restrictions will generally remain in place until each recipient retires from the prescribed position.

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52247
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much52,247Shares

52,247 shares of the Company's common stock (treasury shares)

4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)26,169 shares
6 Senior Executive Officers22,038 shares
2 representative directors of subsidiaries4,040 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.

¥1,089 per share
Amount of funds to be raised

Total amount to be paid: ¥56,896,983; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥56,896,983. Monetary compensation for the relevant directors is capped at ¥80 million per year, and compensation under the restricted stock plan is capped at ¥60 million per year (up to 120,000 shares 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.

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 26 June 2026 (the payment date for this grant) until the date on which the recipient ceases to be a director or Senior Executive Officer of the Company or a director of a Company subsidiary
Conditions for lifting transfer restrictions
Provided that the relevant directors and other recipients remain in the prescribed positions throughout the service period, all transfer restrictions on the shares allotted here will be lifted when the transfer restriction period expires. If a recipient retires due to death or for another reason deemed legitimate by the Board of Directors, some or all of the transfer restrictions will be lifted based on the prescribed calculation.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will automatically acquire without consideration any shares allotted here whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 26,169 shares, Category Senior Executive Officer / Number of Employees 6 / Number of allocated shares 22,038 shares, Category Representative directors of subsidiaries / Number of Employees 2 / Number of allocated shares 4,040 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period will run from 26 June 2026 until the date on which the recipient ceases to be a director or Senior Executive Officer of the Company or a director of a Company subsidiary.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,089. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 87th Annual General Meeting of Shareholders held on 23 May 2024, approval was obtained to revise the compensation limit under the restricted stock plan.
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 of52,247 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,089 per share
Amount of funds to be raisedTotal amount to be paid: ¥56,896,983; estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeCategory 4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 26,169 shares, Category 6 Senior Executive Officers / Number of Shares 22,038 shares, Category 2 representative directors of subsidiaries / Number of Shares 4,040 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period will run from 26 June 2026 until the date on which the recipient ceases to be a director or Senior Executive Officer of the Company or a director of a Company subsidiary.
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 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,089. No discount or premium was stated.
Transfer restriction periodFrom 26 June 2026 (the payment date for this grant) until the date on which the recipient ceases to be a director or Senior Executive Officer of the Company or a director of a Company subsidiary
Conditions for lifting transfer restrictionsProvided that the relevant directors and other recipients remain in the prescribed positions throughout the service period, all transfer restrictions on the shares allotted here will be lifted when the transfer restriction period expires. If a recipient retires due to death or for another reason deemed legitimate by the Board of Directors, some or all of the transfer restrictions will be lifted based on the prescribed calculation.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will automatically acquire without consideration any shares allotted here whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 26,169 shares, Category Senior Executive Officer / Number of Employees 6 / Number of allocated shares 22,038 shares, Category Representative directors of subsidiaries / Number of Employees 2 / Number of allocated shares 4,040 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥56,896,983. Monetary compensation for the relevant directors is capped at ¥80 million per year, and compensation under the restricted stock plan is capped at ¥60 million per year (up to 120,000 shares per year).
Procedures under the Corporate Code of ConductAt the 87th Annual General Meeting of Shareholders held on 23 May 2024, approval was obtained to revise the compensation limit under the restricted stock plan.
Items this document does not state (13)
Total issue valueEstimated 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 provide an incentive for the sustainable enhancement of corporate value and shareholder value over the medium to long term, and to promote further value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NOMURA Co.,Ltd. (9716) timely disclosure | Komori