Komori
Share Issuance and Disposal1963JGC HOLDINGS CORPORATIONConstruction and Materials

Notice Regarding the Disposal of Treasury Shares as Performance-Linked Share-Based Compensation

The Company resolved to dispose of 148,322 treasury shares held by the Company to 64 directors and executive officers of the Company and its subsidiaries as performance-linked stock compensation. The shares will be subject to a 30-year transfer restriction.

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148322
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as performance-linked stock compensation

Who receives how much148,322Shares

148,322 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 29,368 shares
The Company's executive officers12 / 35,153 shares
Directors of subsidiaries of the Company14 / 29,038 shares
Executive officers who do not concurrently serve as directors of the Company's subsidiaries35 / 54,763 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.

¥2,336 per share
Total issue value

¥346,480,192

Total Stock-Based Compensation
Monetary claims and money of up to ¥160 million per year (approved at the 127th Ordinary General Meeting of Shareholders held on 29 June 2023)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the eligible directors and other recipients continuously hold one of the following positions at the Company or one of its subsidiaries throughout the transfer restriction period, all of the allocated shares will be released from the transfer restriction upon expiration of the transfer restriction period: director, executive officer who does not concurrently serve as a director, or employee. In the event of retirement upon expiration of the term of office, mandatory retirement, death or any other legitimate reason, all of the shares will be released immediately after the retirement. In the event of a reorganization or similar event, all of the shares will be released at the prescribed time.
Reason for acquisition without consideration
If an eligible director or other recipient violates any law or regulation during the transfer restriction period or becomes subject to any other specified event set out in the allocation agreement, the Company will acquire all of the allocated shares without consideration at that time.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors), 29,368 shares; 12 executive officers of the Company, 35,153 shares; 14 directors of the Company's subsidiaries, 29,038 shares; 35 executive officers of the Company's subsidiaries who do not concurrently serve as directors, 54,763 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 6 August 2026 to 5 August 2056.
Payment date
6 August 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 10 July 2026, ¥2,336. There is no discount or premium.
Most recent equity financing
Timing 29 June 2023 / Type Allocation of monetary claims and money under the performance-linked stock compensation plan / Amount Up to ¥160 million per year
Impact on Business Performance
No impact on business performance is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked stock compensation
Number of shares to be issued or disposed of148,322 common shares of the Company (treasury shares)
Issue price and disposal price¥2,336 per share
Total issue value¥346,480,192
Payment date6 August 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 29,368 shares, Name The Company's executive officers / Number of Employees 12 / Number of Shares 35,153 shares, Name Directors of subsidiaries of the Company / Number of Employees 14 / Number of Shares 29,038 shares, Name Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 35 / Number of Shares 54,763 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 6 August 2026 to 5 August 2056.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
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 10 July 2026, ¥2,336. There is no discount or premium.
Transfer restriction period6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the eligible directors and other recipients continuously hold one of the following positions at the Company or one of its subsidiaries throughout the transfer restriction period, all of the allocated shares will be released from the transfer restriction upon expiration of the transfer restriction period: director, executive officer who does not concurrently serve as a director, or employee. In the event of retirement upon expiration of the term of office, mandatory retirement, death or any other legitimate reason, all of the shares will be released immediately after the retirement. In the event of a reorganization or similar event, all of the shares will be released at the prescribed time.
Reason for acquisition without considerationIf an eligible director or other recipient violates any law or regulation during the transfer restriction period or becomes subject to any other specified event set out in the allocation agreement, the Company will acquire all of the allocated shares without consideration at that time.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors), 29,368 shares; 12 executive officers of the Company, 35,153 shares; 14 directors of the Company's subsidiaries, 29,038 shares; 35 executive officers of the Company's subsidiaries who do not concurrently serve as directors, 54,763 shares
Total Stock-Based CompensationMonetary claims and money of up to ¥160 million per year (approved at the 127th Ordinary General Meeting of Shareholders held on 29 June 2023)
Most recent equity financingTiming 29 June 2023 / Type Allocation of monetary claims and money under the performance-linked stock compensation plan / Amount Up to ¥160 million per year
Impact on Business PerformanceNo impact on business performance is stated.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 enable the eligible recipients to share with shareholders both the benefits and risks of share price fluctuations, clarify the linkage between compensation, business performance and share value, and strengthen incentives to achieve the performance targets of the medium-term management plan, increase the share price and enhance the corporate value of the Company Group over the medium to long term.

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Notice Regarding the Disposal of Treasury Shares as Performance-Linked Share-Based Compensation | JGC HOLDINGS CORPORATION (1963) timely disclosure | Komori