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Share Issuance and Disposal9788NAC 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 89,331 treasury shares as restricted stock compensation for its directors and employees. The payment date is 24 July 2026, and the transfer restrictions will be lifted subject to continued service for a specified period and other conditions.

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89331
Shares
Wording
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

89,331 shares of the Company's common stock (6 directors: 60,360 shares; 15 employees: 28,971 shares)

6 of the Company's directors, excluding outside directors60,360 shares
15 of the Company's employees, consisting of executive officers and department heads28,971 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.

¥497 per share
Total issue value

¥44,397,507

Total Stock-Based Compensation
¥44,397,507 (the total of monetary compensation claims against the Company held by the directors and monetary claims held by the employees) / within the annual limit of ¥30 million for compensation claims granted to eligible directors
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 24 July 2026, the payment date, until the date on which the recipient ceases to hold either the position of director or employee of the Company. However, if that date falls before the filing date of the semi-annual report for fiscal 2026, the restriction will remain in place until that filing date.
Conditions for lifting transfer restrictions
All of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient continuously holds either the position of director or employee of the Company from 24 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold either position during the service period, the restrictions will be lifted with respect to the number of shares corresponding to the number of months of service. In the event of a corporate reorganisation or similar transaction, the restrictions will also be lifted in part based on the prescribed calculation.
Reason for acquisition without consideration
The Company will automatically acquire for no consideration any shares allotted under this arrangement that remain subject to transfer restrictions at the expiration of the transfer restriction period or at other times specified in the agreement.
Categories and Number of Persons Covered
6 of the Company's directors, excluding outside directors: 60,360 shares; 15 of the Company's employees, consisting of executive officers and department heads: 28,971 shares
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥497. No discount or premium rate was stated.
Most recent equity financing
14 May 2021: Resolution to introduce a restricted stock compensation plan (specific amount of funds raised: Not disclosed)
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 of89,331 shares of the Company's common stock (6 directors: 60,360 shares; 15 employees: 28,971 shares)
Issue price and disposal price¥497 per share
Total issue value¥44,397,507
Payment date24 July 2026
Intended allotteeCategory 6 of the Company's directors, excluding outside directors / Number of Shares 60,360 shares, Category 15 of the Company's employees, consisting of executive officers and department heads / Number of Shares 28,971 shares
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥497. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026, the payment date, until the date on which the recipient ceases to hold either the position of director or employee of the Company. However, if that date falls before the filing date of the semi-annual report for fiscal 2026, the restriction will remain in place until that filing date.
Conditions for lifting transfer restrictionsAll of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the recipient continuously holds either the position of director or employee of the Company from 24 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold either position during the service period, the restrictions will be lifted with respect to the number of shares corresponding to the number of months of service. In the event of a corporate reorganisation or similar transaction, the restrictions will also be lifted in part based on the prescribed calculation.
Reason for acquisition without considerationThe Company will automatically acquire for no consideration any shares allotted under this arrangement that remain subject to transfer restrictions at the expiration of the transfer restriction period or at other times specified in the agreement.
Categories and Number of Persons Covered6 of the Company's directors, excluding outside directors: 60,360 shares; 15 of the Company's employees, consisting of executive officers and department heads: 28,971 shares
Total Stock-Based Compensation¥44,397,507 (the total of monetary compensation claims against the Company held by the directors and monetary claims held by the employees) / within the annual limit of ¥30 million for compensation claims granted to eligible directors
Most recent equity financing14 May 2021: Resolution to introduce a restricted stock compensation plan (specific amount of funds raised: Not disclosed)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 the Company's medium- to long-term corporate value and shareholder value, and to further promote value sharing with shareholders. The Company also took into consideration its business performance, the scope of responsibilities of each allottee and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NAC CO.,LTD. (9788) timely disclosure | Komori