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Share Issuance and Disposal3063j-Group Holdings Corp.Retail

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Board of Directors resolved to issue 120,000 common shares to 4 eligible directors as restricted stock compensation. The issue price is ¥812 per share, for a total issue value of ¥97.44 million.

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120000
Shares
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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much120,000Shares

120,000 common shares (new shares)

4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)120,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥812 per share
Total issue value

¥97,440,000

Amount of funds to be raised
Total payment amount: ¥97,440,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims of ¥97,440,000 (annual remuneration limit: ¥100 million or less)
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 26 June 2026 until the date on which the holder ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries. However, if that date is on or before 31 May 2027, the period will continue until 1 June 2027.
Conditions for lifting transfer restrictions
The holder must continuously hold a position as a director, executive officer or employee of the Company or any of its subsidiaries through the date of the first annual general meeting of shareholders held after 26 June 2026. If the holder ceases to hold such a position or retires for a valid reason, the restrictions will be lifted in part based on the number of months in office divided by 12.
Reason for acquisition without consideration
If the holder ceases to hold the relevant position or retires without a valid reason before the day preceding the first annual general meeting of shareholders held after the issuance, and if any shares remain subject to the transfer restrictions under the conditions for lifting those restrictions. Shares whose restrictions are not lifted upon a corporate reorganization will also be acquired without consideration.
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 120,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 27 May 2026 was ¥812. No discount or premium rate was specified.
Procedures under the Corporate Code of Conduct
At the 23rd Annual General Meeting of Shareholders held on 30 May 2024, approval was obtained for the introduction of the stock compensation plan, the total amount of monetary remuneration claims, the maximum number of shares and other matters. This matter was resolved by the Board of Directors. Information on whether an independent third-party opinion was obtained: Not disclosed.
Impact on Business Performance
Impact on financial results: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of120,000 common shares (new shares)
Issue price and disposal price¥812 per share
Total issue value¥97,440,000
Amount of funds to be raisedTotal payment amount: ¥97,440,000; estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeCategory 4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 120,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 27 May 2026 was ¥812. No discount or premium rate was specified.
Transfer restriction periodFrom 26 June 2026 until the date on which the holder ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries. However, if that date is on or before 31 May 2027, the period will continue until 1 June 2027.
Conditions for lifting transfer restrictionsThe holder must continuously hold a position as a director, executive officer or employee of the Company or any of its subsidiaries through the date of the first annual general meeting of shareholders held after 26 June 2026. If the holder ceases to hold such a position or retires for a valid reason, the restrictions will be lifted in part based on the number of months in office divided by 12.
Reason for acquisition without considerationIf the holder ceases to hold the relevant position or retires without a valid reason before the day preceding the first annual general meeting of shareholders held after the issuance, and if any shares remain subject to the transfer restrictions under the conditions for lifting those restrictions. Shares whose restrictions are not lifted upon a corporate reorganization will also be acquired without consideration.
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 120,000 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥97,440,000 (annual remuneration limit: ¥100 million or less)
Procedures under the Corporate Code of ConductAt the 23rd Annual General Meeting of Shareholders held on 30 May 2024, approval was obtained for the introduction of the stock compensation plan, the total amount of monetary remuneration claims, the maximum number of shares and other matters. This matter was resolved by the Board of Directors. Information on whether an independent third-party opinion was obtained: Not disclosed.
Impact on Business PerformanceImpact on financial results: Not disclosed
Items this document does not state (12)
Estimated 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 provide the eligible directors with an incentive to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | j-Group Holdings Corp. (3063) timely disclosure | Komori