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Share Issuance and Disposal9759NSD CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 59,462 treasury shares to 28 directors, executive officers and other eligible persons of the Company and its subsidiaries as restricted stock compensation. The total disposal price is ¥143,125,034.

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59462
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much59,462Shares

59,462 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)4 / 24,093 shares (including 8,112 shares allocated for the executive officer duties of directors who also serve as executive officers)
The Company's executive officers21 / 31,769 shares
Directors of subsidiaries of the Company3 / 3,600 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.

¥2,407 per share
Total issue value

¥143,125,034

Total Stock-Based Compensation
Total monetary compensation claims of ¥143,125,034. Compensation for eligible directors of the Company is limited to ¥60 million per year.
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 of allocation until the date on which the Company’s eligible officers retire or resign from any position as an officer or other eligible person of the Company, and until the date on which subsidiary eligible officers retire from their positions as directors of the subsidiaries in which they serve.
Conditions for lifting transfer restrictions
Provided that the eligible person has continuously held the relevant position as an officer or other eligible person during the restricted period, all transfer restrictions on the shares allocated under this arrangement will be lifted upon expiration of the restricted period. In the event of retirement or resignation due to death or another reason deemed legitimate by the Board of Directors, the number of shares subject to the lifting of restrictions and the timing of the lifting will be adjusted reasonably.
Reason for acquisition without consideration
If an eligible person retires or resigns from the position of officer or other eligible person during the restricted period without a legitimate reason, or if any other event specified in the allocation agreement occurs, the Company will acquire all shares allocated under this arrangement without compensation.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 24,093 shares; 21 executive officers of the Company, 31,769 shares; 3 directors of the Company’s subsidiaries, 3,600 shares
Intended allottee's holding policy
During the restricted period, the allottees are prohibited from transferring the shares to any third party, creating a pledge or security interest over them, making an inter vivos gift or bequest, or otherwise disposing of them in any manner.
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 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,407. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The restricted stock compensation plan was introduced pursuant to a resolution of the 52nd Annual General Meeting of Shareholders held on 24 June 2021.
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 of59,462 common shares of the Company (treasury shares)
Issue price and disposal price¥2,407 per share
Total issue value¥143,125,034
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 24,093 shares (including 8,112 shares allocated for the executive officer duties of directors who also serve as executive officers), Category The Company's executive officers / Number of Employees 21 / Number of Shares 31,769 shares, Category Directors of subsidiaries of the Company / Number of Employees 3 / Number of Shares 3,600 shares
Intended allottee's holding policyDuring the restricted period, the allottees are prohibited from transferring the shares to any third party, creating a pledge or security interest over them, making an inter vivos gift or bequest, or otherwise disposing of them in any manner.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,407. No discount or premium was applied.
Transfer restriction periodFrom the date of allocation until the date on which the Company’s eligible officers retire or resign from any position as an officer or other eligible person of the Company, and until the date on which subsidiary eligible officers retire from their positions as directors of the subsidiaries in which they serve.
Conditions for lifting transfer restrictionsProvided that the eligible person has continuously held the relevant position as an officer or other eligible person during the restricted period, all transfer restrictions on the shares allocated under this arrangement will be lifted upon expiration of the restricted period. In the event of retirement or resignation due to death or another reason deemed legitimate by the Board of Directors, the number of shares subject to the lifting of restrictions and the timing of the lifting will be adjusted reasonably.
Reason for acquisition without considerationIf an eligible person retires or resigns from the position of officer or other eligible person during the restricted period without a legitimate reason, or if any other event specified in the allocation agreement occurs, the Company will acquire all shares allocated under this arrangement without compensation.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 24,093 shares; 21 executive officers of the Company, 31,769 shares; 3 directors of the Company’s subsidiaries, 3,600 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥143,125,034. Compensation for eligible directors of the Company is limited to ¥60 million per year.
Procedures under the Corporate Code of ConductThe restricted stock compensation plan was introduced pursuant to a resolution of the 52nd Annual General Meeting of Shareholders held on 24 June 2021.
Items this document does not state (14)
Amount of funds to be raisedEstimated 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 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 sustained enhancement of corporate value and promote value sharing with shareholders, and to provide directors of subsidiaries with an incentive to support the sustained growth of the Group.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NSD CO.,LTD. (9759) timely disclosure | Komori