These documents have been translated from Japanese originals for reference purposes only. In the event ofany discrepancy between these translated documents and the Japanese originals, the originals shall prevail.
July 2, 2024

NIHON KOHDEN CORPORATION (6849)
Stock Exchange Listing:
Head Office:Representative:
Contact:

Prime Market, Tokyo Stock Exchange
Tokyo
Hirokazu Ogino, Representative Director, President and Chief Executive Officer
Fumio Izumida, Operating Officer, General Manager of Corporate Strategy Division
Phone: +81 / 3-5996-8003

Notice regarding Disposal of Treasury Stockas Restricted Stock Remuneration
Nihon Kohden announces that it resolved at a meeting of the Board of Directors held today to execute thedisposal of treasury stock as non-performance-linked pre-delivery restricted stock remuneration (“Disposalof Treasury Stock”) as outlined below.
1. Outline of Disposal(1) Date of disposal(2) Type and number ofshares to be disposed

July 29, 2024
29,188 shares of the Company’s common stock(3) Disposal value

2,308.5 yen per share(4) Total disposal value

67,380,498 yen(5) Planned allottees

The Company’s Directors (*): 3 persons, 9,095 shares
The Company’s Operating Officers: 14 persons, 20,093 shares* Excluding Directors serving as Audit & Supervisory Committee
Members and Outside Directors

2. Purpose and Reasons for Disposal
At the 69th Ordinary General Meeting of Shareholders held on June 25, 2020, the Company obtained
the shareholders’ approval to introduce a Restricted Stock Remuneration Plan (“Plan”) that allots
shares with transfer restrictions (“Restricted Stock”) to Directors (excluding Directors serving as Audit& Supervisory Members and Outside Directors; “Eligible Directors”) for the purpose of giving an
incentive for enhancement of the Company’s corporate value and encouraging shared value withshareholders. Under the Plan, the Company also obtained the shareholders’ approval to set themaximum amount of the monetary compensation receivables in respect of which Restricted Stock at
100 million yen per year; the maximum number of shares of Restricted Stock to be allotted to Eligible
Directors at 320,000 shares per fiscal year; and the transfer restriction period for Restricted Stock to1

be from the grant date of the Restricted Stock to the date when the Eligible Director retires from theposition of Director or Operating Officer of the Company (Effective July 1, 2024, each share ofcommon stock was split into two shares and the maximum number of shares is the number after thestock split). At a meeting of the Board of Directors of the Company held today, the Company resolved
to pay monetary compensation receivables of 67,380,498 yen as remuneration to the planned allottees,specifically 3 Eligible Directors and 14 Operating Officers of the Company (“Allottees”), and toallocate 29,188 shares of the Company’s common shares as specified restricted shares to be paid forby the Allottees using all the monetary compensation receivables as contributed assets. The sharesprovided as Restricted Stock Remuneration are to Eligible Directors for the period from the 73rd
Ordinary General Meeting of Shareholders until the 74th Ordinary General Meeting of Shareholders
and to Operating Officers of the Company for the 74th fiscal year (April 1, 2024 to March 31, 2025).
The amount of monetary compensation receivables granted to each Allottee has determined bycomprehensively taking into consideration a wide range of factors, such as the extent of thecontribution of each Allottee to the Company. The monetary compensation receivables will be granted
provided that each Allottee enters into a Restricted Stock Allotment Agreement (“AllotmentAgreement”) with the Company, as summarized below.
3. Outline of the Allotment Agreement(1) Transfer Restriction Period
From July 29, 2024 to the date when the Allottee retires from the position of Director or Operating
Officer of the Company (However, if the date of such retirement is on or before June 30, 2025, it willbe July 1, 2025). During the above transfer restriction period (“Transfer Restriction Period”), Allottees
shall not transfer Restricted Stock allotted to them (“Allotted Stock”) to a third-party, create a pledge ormortgage by transfer on, make an advancement, make a bequest, or any other disposal.
(2) Acquisition of Restricted Stock without compensation
If an Allottee retires from both the position of Director and Operating Officer of the Company by theday before the first Ordinary General Meeting of Shareholders (if an Allottee retires from Operating
Officer by the day before the first fiscal year-end) arriving on or after the commencement date of theTransfer Restriction Period, all of his or her Allotted Stock shall automatically be acquired by theCompany without consideration at the time of such retirement, except in the case that the Board ofDirectors of the Company deems that the reason for the resignation is valid.
If the restriction on transfer of the Allotted Stock has not been lifted at the expiration of the Transfer
Restriction Period (“Expiration of the Period”) based on the terms provided in (3) “Lifting of transfer
restriction” below, the Company shall automatically acquire all Allotted Stock without consideration
immediately after Expiration of the Period.
(3) Lifting of transfer restriction
On the condition that an Allottee has continuously held the position of Director or Operating Officer of2the Company until the date of the first Ordinary General Meeting of Shareholders (or the last date of theCompany’s first fiscal year if the Allottee is an Operating Officer) arriving on or after thecommencement date of the Transfer Restriction Period, the transfer restriction on all of his or her
Allotted Stock shall be lifted by the Company at the Expiration of the Period. However, even when theAllottee retires from both the position of Director and Operating Officer of the Company prior to thedate immediately preceding the date of the first Ordinary Stockholders’ Meeting (or to the date
immediately preceding the last date of the Company’s first fiscal year if the Allottee is an OperatingOfficer) arriving on or after the commencement date of the Transfer Restriction Period, if the Allottee
retires for reasons deemed valid by the Board of Directors of the Company, the transfer restriction on
all of his or her Allotted Stock shall be lifted by the Company immediately after such retirement. The
number of the Allotted Stock for which the Transfer Restriction will be lifted is calculated by dividing
the number of months from July 2024 (or April 2024 if the Allottee is an Operating Officer) to themonth that includes the date when the Allottee retires from both the position of Director and Operating
Officer of the Company by twelve, then multiplying it by the number of the Allotted Stock held by theAllottee at the time of retirement (if any fraction less than one share unit arises as a result of thecalculation, such fraction shall be rounded down).
(4) Provision for Administration of Shares
Allottees shall complete the procedures for opening an account at SMBC Nikko Securities Inc. in themanner designated by the Company for stating or recording matters related to Allotted Stock whichshall be kept and maintained in the account until such time as the Transfer Restrictions have been lifted.
(5) Treatment in the event of reorganization
During the Transfer Restriction Period, if proposals relating to a merger agreement in which theCompany is the dissolving company, share exchange agreement or share transfer plan in which theCompany becomes a wholly-owned subsidiary, or other reorganization, are approved at a General
Meeting of Shareholders of the Company (or if approval at a General Meeting of Shareholders of theCompany is not required in relation to the reorganization in question, approval by the Board ofDirectors of the Company), and if an Allottee retires from both the position of Director and Operating
Officer of the Company due to reorganization, the Company, by a resolution of the Board of Directors,
shall lift the transfer restriction on Allotted Stock, the number of which is calculated by dividing thenumber of months from July 2024 (or April 2024 if the Allottee is an Operating Officer) to the monththat includes the date of the approval by twelve (if this number exceeds one as a result of thecalculation, then this number shall be deemed to be one), then multiplying it by the number of Allotted
Stock held by the Allottee at the time of retirement (if any fraction less than one share unit arises as aresult of the calculation, such fraction shall be rounded down) as of the time immediately before thebusiness day preceding the effective date of the organizational restructuring, provided the effective dateof the reorganization comes before the expiry of the Transfer Restriction Period.
At the time when the reorganization is approved, the Company shall automatically acquire without3

compensation any of Allotted Stock on which the transfer restriction is not lifted, as of the business day
immediately preceding the effective date of the reorganization.
4. Basis for Calculating Payment Amount and Specific Details Thereof
To eliminate arbitrariness in determining disposal value in the Disposal of Treasury Stock, the disposal
value shall be set at 2,308.5 yen, which is the closing price of the Company’s common stock on theTokyo Stock Exchange on the business day immediately preceding the date of the resolution of theBoard of Directors of the Company (July 1, 2024). Because this is the market price on the day
immediately preceding the date of the resolution of the Board of Directors of the Company, theCompany believes it is reasonable and does not represent a particularly favorable value.

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