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Share Issuance and Disposal2749JP-HOLDINGS,INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock and Performance-Linked Restricted Stock Compensation

The Company resolved to dispose of 35,393 treasury shares as restricted stock compensation and performance-linked restricted stock compensation for directors. The disposal price is ¥565 per share for the standard plan and ¥590 per share for the performance-linked plan.

Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
35393
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked restricted stock compensation

Who receives how much

35,393 common shares of the Company (8,993 shares as restricted stock compensation and 26,400 shares as performance-linked restricted stock compensation)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 8,993 shares
Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)1 / 26,400 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.

Restricted stock compensation: ¥565 per share; performance-linked restricted stock compensation: ¥590 per share
Total issue value

¥20,657,045

Amount of funds to be raised
Total payment amount: ¥20,657,045; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Restricted stock compensation: ¥5,081,045 in monetary compensation claims; performance-linked restricted stock compensation: ¥15,576,000 in monetary compensation claims. The annual compensation limits are ¥5,500,000 or less for restricted stock compensation and ¥30,500,000 or less for performance-linked restricted stock compensation.
発行済株式総数

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
From 24 July 2026 until the date on which the eligible director ceases to be a director of the Company
Conditions for lifting transfer restrictions
For the restricted stock compensation, all transfer restrictions will be lifted provided that the eligible director remains a director through the first annual general meeting of shareholders to be held thereafter. In the event of retirement for a valid reason, the restrictions will be lifted in proportion to the director's period of service. For the performance-linked restricted stock compensation, all transfer restrictions will be lifted upon expiration of the restriction period.
Reason for acquisition without consideration
For the restricted stock compensation, the Company will acquire the shares without consideration if the eligible director retires before the specified annual general meeting of shareholders, except where the Board of Directors recognizes a valid reason, or if the transfer restrictions have not been lifted upon expiration of the restriction period. For the performance-linked restricted stock compensation, the Company will acquire the shares without consideration if the eligible director retires for any reason other than expiration of the term of office or another reason recognized as valid by the Board of Directors, or if the transfer restrictions have not been lifted upon expiration of the restriction period.
Categories and Number of Persons Covered
3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors. Restricted stock compensation: 2 directors and 8,993 shares; performance-linked restricted stock compensation: 1 director and 26,400 shares.
Intended allottee's holding policy
The eligible directors must hold and maintain the allocated shares in designated accounts until the transfer restrictions are lifted. During the transfer restriction period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any way.
Payment date
24 July 2026
Basis for determining the amount to be paid
The price for the restricted stock compensation is ¥565, the closing price on the business day immediately preceding the date of the Board of Directors' resolution, 25 June 2026. The price for the performance-linked restricted stock compensation is ¥590, the simple average closing price for the one-month period through the immediately preceding business day, from 26 May 2026 to 25 June 2026, rounded down to the nearest yen.
Procedures under the Corporate Code of Conduct
Approval for the introduction of this plan and the compensation limits and other matters was obtained at the 30th Annual General Meeting of Shareholders held on 28 June 2022.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked restricted stock compensation
Number of shares to be issued or disposed of35,393 common shares of the Company (8,993 shares as restricted stock compensation and 26,400 shares as performance-linked restricted stock compensation)
Issue price and disposal priceRestricted stock compensation: ¥565 per share; performance-linked restricted stock compensation: ¥590 per share
Total issue value¥20,657,045
Amount of funds to be raisedTotal payment amount: ¥20,657,045; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 8,993 shares / Compensation category Restricted Stock Compensation, Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 1 / Number of Shares 26,400 shares / Compensation category Performance-Linked Restricted Stock Compensation
Intended allottee's holding policyThe eligible directors must hold and maintain the allocated shares in designated accounts until the transfer restrictions are lifted. During the transfer restriction period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any way.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe price for the restricted stock compensation is ¥565, the closing price on the business day immediately preceding the date of the Board of Directors' resolution, 25 June 2026. The price for the performance-linked restricted stock compensation is ¥590, the simple average closing price for the one-month period through the immediately preceding business day, from 26 May 2026 to 25 June 2026, rounded down to the nearest yen.
Transfer restriction periodFrom 24 July 2026 until the date on which the eligible director ceases to be a director of the Company
Conditions for lifting transfer restrictionsFor the restricted stock compensation, all transfer restrictions will be lifted provided that the eligible director remains a director through the first annual general meeting of shareholders to be held thereafter. In the event of retirement for a valid reason, the restrictions will be lifted in proportion to the director's period of service. For the performance-linked restricted stock compensation, all transfer restrictions will be lifted upon expiration of the restriction period.
Reason for acquisition without considerationFor the restricted stock compensation, the Company will acquire the shares without consideration if the eligible director retires before the specified annual general meeting of shareholders, except where the Board of Directors recognizes a valid reason, or if the transfer restrictions have not been lifted upon expiration of the restriction period. For the performance-linked restricted stock compensation, the Company will acquire the shares without consideration if the eligible director retires for any reason other than expiration of the term of office or another reason recognized as valid by the Board of Directors, or if the transfer restrictions have not been lifted upon expiration of the restriction period.
Categories and Number of Persons Covered3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors. Restricted stock compensation: 2 directors and 8,993 shares; performance-linked restricted stock compensation: 1 director and 26,400 shares.
Total Stock-Based CompensationRestricted stock compensation: ¥5,081,045 in monetary compensation claims; performance-linked restricted stock compensation: ¥15,576,000 in monetary compensation claims. The annual compensation limits are ¥5,500,000 or less for restricted stock compensation and ¥30,500,000 or less for performance-linked restricted stock compensation.
Procedures under the Corporate Code of ConductApproval for the introduction of this plan and the compensation limits and other matters was obtained at the 30th Annual General Meeting of Shareholders held on 28 June 2022.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 further encourage the eligible directors to contribute to increases in the share price and enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock and Performance-Linked Restricted Stock Compensation | JP-HOLDINGS,INC. (2749) timely disclosure | Komori