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Share Issuance and Disposal1887JDC CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

日本国土開発 resolved to dispose of 57,400 treasury shares as restricted stock compensation for 3 directors and 10 executive officers. The shares will be allotted on 16 October 2026 and will generally be subject to a 3-year transfer restriction.

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57400
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much57,400Shares

57,400 common shares of the Company (treasury shares)

Directors appointed on 26 August 2025 (excluding outside directors and directors who are Audit and Supervisory Committee members)3 people / 17,400 shares
Executive officers appointed for the fiscal year ending May 202610 / 40,000 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.

¥553 per share
Total Stock-Based Compensation

Total monetary compensation claims: ¥31,742,200. The annual compensation limit for the eligible directors is ¥36 million.

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
3 years, from 16 October 2026 to 15 October 2029
Conditions for lifting transfer restrictions
Subject to the recipients continuously holding positions as directors or equivalent officers of the Company throughout the transfer restriction period, all of the shares allotted under this plan will be released from the restrictions when the period expires. If a recipient leaves office or employment for a legitimate reason, the number of shares to be released and the timing of release will be reasonably adjusted. In the event of a corporate reorganisation or similar transaction, a reasonably determined number of shares will be released before the effective date.
Reason for acquisition without consideration
If a recipient leaves office or employment as a director or equivalent officer before the transfer restriction period expires without a reason deemed legitimate. If any shares remain subject to the restrictions when the transfer restriction period expires. If any shares remain subject to the restrictions after the restrictions have been released in connection with a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered
Directors appointed on 26 August 2025 (excluding outside directors and directors who are Audit and Supervisory Committee members): 3 people, 17,400 shares; executive officers appointed for the fiscal year ending May 2026: 10 people, 40,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. They will be managed in dedicated accounts.
Payment date
16 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 17 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥553. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 29 August 2019, approval was obtained for the restricted stock compensation plan for the eligible directors and monetary compensation of up to ¥36 million per year. The current disposal was resolved at the Board of Directors meeting held on 18 September 2026.
Impact on Business Performance
No impact on business performance stated
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 of57,400 common shares of the Company (treasury shares)
Issue price and disposal price¥553 per share
Payment date16 October 2026
Intended allotteeName Directors appointed on 26 August 2025 (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Employees 3 people / Number of Shares 17,400 shares, Name Executive officers appointed for the fiscal year ending May 2026 / Number of Employees 10 / Number of Shares 40,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. They will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 17 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥553. No discount or premium rate was stated.
Transfer restriction period3 years, from 16 October 2026 to 15 October 2029
Conditions for lifting transfer restrictionsSubject to the recipients continuously holding positions as directors or equivalent officers of the Company throughout the transfer restriction period, all of the shares allotted under this plan will be released from the restrictions when the period expires. If a recipient leaves office or employment for a legitimate reason, the number of shares to be released and the timing of release will be reasonably adjusted. In the event of a corporate reorganisation or similar transaction, a reasonably determined number of shares will be released before the effective date.
Reason for acquisition without considerationIf a recipient leaves office or employment as a director or equivalent officer before the transfer restriction period expires without a reason deemed legitimate. If any shares remain subject to the restrictions when the transfer restriction period expires. If any shares remain subject to the restrictions after the restrictions have been released in connection with a corporate reorganisation or similar transaction.
Categories and Number of Persons CoveredDirectors appointed on 26 August 2025 (excluding outside directors and directors who are Audit and Supervisory Committee members): 3 people, 17,400 shares; executive officers appointed for the fiscal year ending May 2026: 10 people, 40,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥31,742,200. The annual compensation limit for the eligible directors is ¥36 million.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 29 August 2019, approval was obtained for the restricted stock compensation plan for the eligible directors and monetary compensation of up to ¥36 million per year. The current disposal was resolved at the Board of Directors meeting held on 18 September 2026.
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (14)
Total issue valueAmount 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 offering

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 clarify the link between compensation and the Company's performance and share value, provide incentives for the sustained enhancement of corporate value, and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JDC CORPORATION (1887) timely disclosure | Komori