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Share Issuance and Disposal9902NICHIDEN CorporationTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,800 treasury shares as restricted stock compensation for 4 directors and 13 executive officers. The disposal price is ¥2,540 per share, and the transfer restriction period is 30 years.

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Scale
12800
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,800Shares

12,800 common shares (treasury shares)

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors5,700 shares
13 executive officers who do not concurrently serve as directors of the Company7,100 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.

¥2,540 per share
Total issue value

¥32,512,000

Total Stock-Based Compensation
Total monetary claims of ¥32,512,000. The annual remuneration limit for eligible directors is ¥200 million, and the limit for common shares is 140,000 shares 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
30 years (17 July 2026 to 16 July 2056)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the restriction period, provided that the individual has continuously held a prescribed office or position at the Company or one of its subsidiaries during the transfer restriction period. If the individual retires or resigns upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the individual's period of service will be lifted immediately after the retirement or resignation.
Reason for acquisition without consideration
If, during the transfer restriction period, an individual engages in a violation of laws or regulations or otherwise meets any of the specified conditions set out in the allocation agreement, or if the transfer restrictions have not been lifted as of the date on which they are scheduled to be lifted, the Company will acquire the relevant shares without consideration.
Categories and Number of Persons Covered
4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 5,700 shares; 13 executive officers who do not concurrently serve as directors: 7,100 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 17 July 2026 to 16 July 2056.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 18 June 2026, ¥2,540. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nomination and Compensation Committee for consultation.
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 of12,800 common shares (treasury shares)
Issue price and disposal price¥2,540 per share
Total issue value¥32,512,000
Payment date17 July 2026
Intended allotteeName 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 5,700 shares, Name 13 executive officers who do not concurrently serve as directors of the Company / Number of Shares 7,100 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 17 July 2026 to 16 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 18 June 2026, ¥2,540. No discount or premium applies.
Transfer restriction period30 years (17 July 2026 to 16 July 2056)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the restriction period, provided that the individual has continuously held a prescribed office or position at the Company or one of its subsidiaries during the transfer restriction period. If the individual retires or resigns upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the individual's period of service will be lifted immediately after the retirement or resignation.
Reason for acquisition without considerationIf, during the transfer restriction period, an individual engages in a violation of laws or regulations or otherwise meets any of the specified conditions set out in the allocation agreement, or if the transfer restrictions have not been lifted as of the date on which they are scheduled to be lifted, the Company will acquire the relevant shares without consideration.
Categories and Number of Persons Covered4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 5,700 shares; 13 executive officers who do not concurrently serve as directors: 7,100 shares
Total Stock-Based CompensationTotal monetary claims of ¥32,512,000. The annual remuneration limit for eligible directors is ¥200 million, and the limit for common shares is 140,000 shares per year.
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Committee for consultation.
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 to achieve sustained growth in corporate value and promote the sharing of value with shareholders. The measure is also intended to further enhance the motivation of the eligible individuals.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NICHIDEN Corporation (9902) timely disclosure | Komori