News Release: NICHIREKI CO., LTD.

(5011 TSE Prime)
June 27, 2024

Companyname: Nichireki Co., Ltd.
Stock exchangelisting: Tokyo Stock Exchange(PrimeMarket)
Codenumber: 5011
Representative: Manabu Obata, President and RepresentativeDirector
Contact: Jun Yamamoto, Director, General Manager of Administration Division
Phone: +81-3-3265-1511

Notice of Disposal of Treasury Stock as Restricted Stock Compensation
NICHIREKI CO., LTD. (hereinafter the "Company") hereby announces that its Board of Directors has
resolved at a meeting held today to dispose of treasury stock (hereinafter the "Disposal of Treasury
Stock" or "Disposal") as follows.
1. Overview of Disposal(1) Disposal Date

July 26, 2024

(2) Type and Numbers ofShares to be Disposed

Common Stock of the Company
21,800 shares(3) Disposal Price¥2,507 per share(4) Total Disposal Price¥54,652,600(5) Allottees and Number ofAllottees and Shares

Directors of the Company (excluding directors who are members ofthe Audit and Supervisory Committee): 10 persons, 18,200 shares
Directors who are members of the Audit and Supervisory Committeeof the Company: 3 persons, 2,500 shares
Director of a subsidiary of the Company: 1 person, 1,100 shares
Since the Disposal of Treasury Stock falls under the category of an
offering of securities that does not require notification of an offering orsecondary offering as stipulated in Article 2-12, Item 1 of theEnforcement Order of the Financial Instruments and Exchange Act, nosecurities registration statement will be submitted.

(6) Other

2. Purpose and Reason for Disposal
At a meeting of the Board of Directors held on May 17, 2024, the Company resolved to introduce a
restricted stock compensation plan (hereinafter the "Plan") as a new compensation plan for theCompany's directors (hereinafter the "Eligible Directors") and directors of the Company's subsidiaries(hereinafter collectively, the "Eligible Directors, etc."), with the aim of providing incentives to continuously
improve the Company's corporate value, and promoting further value sharing with shareholders. Inaddition, at the 80th Ordinary General Meeting of Shareholders held on June 27, 2024, the Company
received approval that the Company's directors (excluding directors who are members of the Audit andSupervisory Committee) shall receive compensation of up to ¥140 million per year (including ¥25 million
per year for outside directors), and up to ¥20 million of monetary claims per year for directors who aremembers of the Audit and Supervisory Committee, as compensation (hereinafter the "Restricted Stock
Compensation") to be used to fund the acquisition of restricted stock under the Plan. It also received
approval for the Company to issue or dispose of up to 56,000 shares of the Company’s common stock
per year to directors (excluding directors who are members of the Audit and Supervisory Committee)(including 10,000 shares for outside directors), and up to 8,000 shares per year to directors who aremembers of the Audit and Supervisory Committee, and to set the transfer restriction period of restricted
stock to 30 years.
Below is further information on the matter including the overview of the Plan.

News Release: NICHIREKI CO., LTD.

(5011 TSE Prime)
June 27, 2024

[Overview and Other Information of the Plan]The Eligible Directors, etc. shall pay all of the monetary claims paid by the Company and its
subsidiaries under the Plan as assets contributed in kind, and shall be issued or disposed of shares ofcommon stock of the Company. The amount to be paid per share shall be determined by the Board ofDirectors based on the closing price of the Company's common stock on the Tokyo Stock Exchange on
the business day immediately preceding the date of each Board of Directors resolution (or the closing
price of the immediately preceding trading day if no trading was effected on that date) to the extent notparticularly favorable to the Eligible Directors, etc. who receive such common stock.
Furthermore, upon the issuance or disposal of shares of common stock of the Company under thePlan, the Company shall enter into a Restricted Stock Allotment Agreement between the Company andthe Eligible Directors, etc., which shall include the following: (i) the Eligible Directors, etc. shall be
prohibited from transferring, granting security interests in or otherwise disposing of the shares of commonstock of the Company allotted under the Restricted Stock Allotment Agreement to any third party for acertain period; and (ii) if certain events occur, the Company shall acquire such shares of common stock
without consideration.
This time, upon consideration of the purpose of the Plan, the Company's business conditions, the scopeof responsibilities of each of the Eligible Directors, etc., and various other circumstances, the Company
decided to grant a total of ¥54,652,600 in monetary claims (hereinafter the "Monetary Claims") and21,800 shares of common stock for the purpose of further motivating each of the Eligible Directors, etc.
To realize the purpose of introducing the Plan, which is to share our values with shareholders over themedium to long term, we have set the transfer restriction period as 30 years for this time.
In the Disposal of Treasury Stock, the 14 Eligible Directors, etc., who are the Scheduled Allottees, willpay all of the Monetary Claims against the Company and its subsidiaries as assets contributed in kindunder the Plan, and will receive the shares of the common stock of the Company (hereinafter the"Allotted Shares"). An outline of the Restricted Stock Allotment Agreement (hereinafter the "Allotment
Agreement") to be executed between the Company and the Eligible Directors, etc., in connection with theDisposal of Treasury Shares is as described in 3. below.
3. Overview of the Allotment Agreement(1) Transfer restriction period
July 26, 2024 (hereinafter the "Disposal Date") to July 25, 2054
(2) Conditions for cancellation of transfer restrictions
The restriction on transfer of all of the Allotted Shares shall be canceled at the expiration of thetransfer restriction period on the condition that the Eligible Directors, etc. have continuously held
any of the positions of director, executive officer, auditor, advisor, counselor, employee or otherequivalent positions at the Company or its subsidiaries during the transfer restriction period.
(3) Treatment of Eligible Directors, etc. who resign or retire due to the expiration of their term of officeor other justifiable reasons during the transfer restriction period(i) Timing of cancellation of transfer restrictions
In the event that an Eligible Director, etc. resigns or retires from any of the positions of director,
executive officer, auditor, advisor, counselor, employee or any other similar position at theCompany or its subsidiaries due to the expiration of his/her term of office or other justifiablereasons (including resignation or retirement due to death), the restriction on transfer shall becanceled as of the time immediately following such resignation or retirement of the EligibleDirector, etc.
(ii) Number of shares subject to cancellation of transfer restrictions
The number of shares shall be obtained by the following formula: the number of the Allotted
Shares held at the time of such retirement or resignation as specified in (i) multiplied by thenumber obtained by dividing the number of months from the month including the Disposal Date to
the month including the date of retirement or resignation of the Eligible Director, etc. by 12 (if such
number exceeds 1, the number shall be 1) (if the calculation results in a fractional share, such
fractional share shall be rounded down).

News Release: NICHIREKI CO., LTD.

(5011 TSE Prime)
June 27, 2024

(4) Acquisition by the Company without consideration
The Company shall naturally acquire without consideration any of the Allotted Shares for which thetransfer restriction is not canceled at the time of expiration of the transfer restriction period or at thetime of cancellation of the transfer restriction as set forth in (3) above.
(5) Treatment in organizational restructuring, etc.
If, during the transfer restriction period, a merger agreement under which the Company shallbecome an absorbed company, a share exchange agreement under which the Company shallbecome a wholly owned subsidiary, a share transfer plan, or any other matters relating toorganizational restructuring, etc. are approved at a general meeting of shareholders of the Company(however, if approval by a general meeting of shareholders of the Company is not required for suchorganizational restructuring, this shall be at the Board of Directors of the Company), the Company's
Board of Directors shall, by resolution, cancel the Transfer Restriction with respect to the number ofshares of the Allotted Shares held by the Company as of such time multiplied by the number
obtained by dividing the number of months from the month including the Disposal Date to the monthincluding the date of such approval by 12 (if such number exceeds 1, the number shall be 1) (if thecalculation results in a fractional share, such fractional share shall be rounded down) upon theeffective date of the organizational restructuring. In addition, the Company shall naturally acquire
without consideration all of the Allotted Shares for which the Transfer Restriction has not beencanceled as of the time immediately following the cancellation of the Transfer Restriction.
(6) Management of shares
The Allotted Shares shall be managed in a dedicated account opened by the Eligible Directors,etc. at Nomura Securities Co., Ltd. during the transfer restriction period so that the Allotted Shares
may not be transferred, pledged as collateral or otherwise disposed of during the transfer
restriction period. In order to ensure the effectiveness of the transfer restrictions, etc. on theAllotted Shares, the Company has entered into an agreement with Nomura Securities Co., Ltd. inrelation to the management of the account for the Allotted Shares held by each of the Eligible
Directors, etc. The Eligible Directors, etc. shall also agree to the details of the management ofsuch account.
4. Basis and Details of the Calculation of the Amount to be Paid in
The Disposal of Treasury Stock to the Scheduled Allottee will be made with the monetary claims paid
as Restricted Stock Compensation for the 81st fiscal year of the Company under the Plan as the invested
assets. The disposal price is set at ¥2,507, which is the closing price of the Company's common stock on
the Tokyo Stock Exchange Prime Market on June 26, 2024 (the business day before the date of theBoard of Directors' resolution), in order to eliminate arbitrariness. This is the market share priceimmediately prior to the date of the Board of Directors' resolution, and we believe that it is reasonable
and does not constitute a particularly favorable amount.