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Share Issuance and Disposal1963JGC HOLDINGS CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 76,941 treasury shares as restricted stock compensation for directors, executive officers and others. The total disposal value is ¥172,081,046, and the transfer restriction period is 30 years.

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76941
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much76,941Shares

76,941 common shares of the company (treasury shares)

Directors of the Company (excluding outside directors)3 / 6,680 shares
The Company's executive officers who do not concurrently serve as directors12 / 15,255 shares
Directors of subsidiaries of the Company15 / 14,597 shares
Executive officers who do not concurrently serve as directors of the Company's subsidiaries32 / 32,508 shares
Executive officers of the Company's subsidiaries who do not concurrently serve as directors (former officeholders)2 / 7,901 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

¥172,081,046

Total Stock-Based Compensation
Total monetary compensation receivables of ¥172,081,046 (total annual compensation and other remuneration for eligible directors is capped at ¥25 million, and the total number of shares allocated to eligible directors is capped at 19,800 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
6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the company or one of its subsidiaries through the first annual general meeting of shareholders, fiscal year-end or other specified date occurring after the start of the transfer restriction period. If the recipient leaves office or employment for a legitimate reason, the restrictions will be lifted for the number of shares determined according to the period of service.
Reason for acquisition without consideration
If, before the day preceding the first annual general meeting of shareholders, the day preceding the fiscal year-end or another specified date, the recipient leaves office or employment in all capacities as a director, executive officer or employee of the company and its subsidiaries without a reason deemed legitimate. This also applies if any shares remain subject to the transfer restrictions when the transfer restriction period expires, or if any shares remain subject to the transfer restrictions on the business day preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 6,680 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 12 / Number of allocated shares 15,255 shares, Category Directors of subsidiaries of the Company / Number of Employees 15 / Number of allocated shares 14,597 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 32 / Number of allocated shares 32,508 shares, Category Executive officers of the Company's subsidiaries who do not concurrently serve as directors (former officeholders) / Number of Employees 2 / Number of allocated shares 7,901 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. 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 Tokyo Stock Exchange on 10 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,336. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
Filing of an extraordinary report under the Financial Instruments and Exchange Act
Impact on Business Performance
No impact on financial results from this treasury share disposal has been disclosed.
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 of76,941 common shares of the company (treasury shares)
Issue price and disposal price¥2,336 per share
Total issue value¥172,081,046
Payment date6 August 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 6,680 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 12 / Number of Shares 15,255 shares, Name Directors of subsidiaries of the Company / Number of Employees 15 / Number of Shares 14,597 shares, Name Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 32 / Number of Shares 32,508 shares, Name Executive officers of the Company's subsidiaries who do not concurrently serve as directors (former officeholders) / Number of Employees 2 / Number of Shares 7,901 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. The transfer restriction period runs from 6 August 2026 to 5 August 2056.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 10 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,336. No discount or premium was applied.
Transfer restriction period6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the company or one of its subsidiaries through the first annual general meeting of shareholders, fiscal year-end or other specified date occurring after the start of the transfer restriction period. If the recipient leaves office or employment for a legitimate reason, the restrictions will be lifted for the number of shares determined according to the period of service.
Reason for acquisition without considerationIf, before the day preceding the first annual general meeting of shareholders, the day preceding the fiscal year-end or another specified date, the recipient leaves office or employment in all capacities as a director, executive officer or employee of the company and its subsidiaries without a reason deemed legitimate. This also applies if any shares remain subject to the transfer restrictions when the transfer restriction period expires, or if any shares remain subject to the transfer restrictions on the business day preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 6,680 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 12 / Number of allocated shares 15,255 shares, Category Directors of subsidiaries of the Company / Number of Employees 15 / Number of allocated shares 14,597 shares, Category Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 32 / Number of allocated shares 32,508 shares, Category Executive officers of the Company's subsidiaries who do not concurrently serve as directors (former officeholders) / Number of Employees 2 / Number of allocated shares 7,901 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥172,081,046 (total annual compensation and other remuneration for eligible directors is capped at ¥25 million, and the total number of shares allocated to eligible directors is capped at 19,800 shares per year)
Procedures under the Corporate Code of ConductFiling of an extraordinary report under the Financial Instruments and Exchange Act
Impact on Business PerformanceNo impact on financial results from this treasury share disposal has been disclosed.
Items this document does not state (13)
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 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 share the benefits and risks of share price fluctuations with shareholders and increase incentives for the share price to rise and for the medium- to long-term enhancement of the corporate value of the company and its group.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JGC HOLDINGS CORPORATION (1963) timely disclosure | Komori