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Share Issuance and Disposal3252JINUSHI Co.,Ltd.Real Estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 20,407 treasury shares as restricted stock compensation for 2 directors. The total disposal value is ¥64,996,295, and the transfer restrictions will be lifted subject to conditions including serving in office for a specified period.

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Neutral
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Scale
20407
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much20,407Shares

20,407 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 20,407 shares

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

¥3,185 per share
Total issue value

¥64,996,295

Amount of funds to be raised
Total payment amount of ¥64,996,295 (contribution in kind of monetary claims against the eligible directors; no cash is being raised), net estimated proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥64,996,295 (within the annual compensation limit of ¥200,000 thousand)
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 15 April 2026 until the later of immediately after the eligible director retires or resigns from a prescribed position at the Company or one of its subsidiaries, or 1 April 2027
Conditions for lifting transfer restrictions
Subject to the eligible director continuously holding one of the positions of director, employee or an equivalent position at the Company or one of its subsidiaries throughout the service period, all transfer restrictions will be lifted when the transfer restriction period expires. If the eligible director retires or resigns upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after retirement or resignation.
Reason for acquisition without consideration
If the eligible director retires or resigns during the transfer restriction period for a reason other than a legitimate reason, is found to have engaged in a violation of laws or regulations or other misconduct, or the transfer restrictions are not lifted upon expiration of the transfer restriction period or at another prescribed time.
Categories and Number of Persons Covered
2 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 20,407 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of. The transfer restriction period will run from 15 April 2026 until the later of immediately after the eligible director retires or resigns from the prescribed position, or 1 April 2027.
Payment date
15 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,185. There is no discount or premium.
Procedures under the Corporate Code of Conduct
The Board of Directors sought the advice of the Nomination and Compensation Committee, a majority of whose members are independent outside directors, and made the decision after giving due weight to and deliberating on the committee's recommendation.
Impact on Business Performance
The impact of this transaction on business performance is Not 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 of20,407 common shares of the Company (treasury shares)
Issue price and disposal price¥3,185 per share
Total issue value¥64,996,295
Amount of funds to be raisedTotal payment amount of ¥64,996,295 (contribution in kind of monetary claims against the eligible directors; no cash is being raised), net estimated proceeds: Not disclosed
Payment date15 April 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 20,407 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of. The transfer restriction period will run from 15 April 2026 until the later of immediately after the eligible director retires or resigns from the prescribed position, or 1 April 2027.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,185. There is no discount or premium.
Transfer restriction periodFrom 15 April 2026 until the later of immediately after the eligible director retires or resigns from a prescribed position at the Company or one of its subsidiaries, or 1 April 2027
Conditions for lifting transfer restrictionsSubject to the eligible director continuously holding one of the positions of director, employee or an equivalent position at the Company or one of its subsidiaries throughout the service period, all transfer restrictions will be lifted when the transfer restriction period expires. If the eligible director retires or resigns upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after retirement or resignation.
Reason for acquisition without considerationIf the eligible director retires or resigns during the transfer restriction period for a reason other than a legitimate reason, is found to have engaged in a violation of laws or regulations or other misconduct, or the transfer restrictions are not lifted upon expiration of the transfer restriction period or at another prescribed time.
Categories and Number of Persons Covered2 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 20,407 shares
Total Stock-Based CompensationTotal monetary claims of ¥64,996,295 (within the annual compensation limit of ¥200,000 thousand)
Procedures under the Corporate Code of ConductThe Board of Directors sought the advice of the Nomination and Compensation Committee, a majority of whose members are independent outside directors, and made the decision after giving due weight to and deliberating on the committee's recommendation.
Impact on Business PerformanceThe impact of this transaction on business performance is 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 enhance the Company's corporate value sustainably, promote value sharing with shareholders, and achieve further earnings growth.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JINUSHI Co.,Ltd. (3252) timely disclosure | Komori