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Share Issuance and Disposal3446JTEC CORPORATIONConstruction and Materials

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

The Company resolved to newly issue 11,000 shares of its common stock to 4 directors of the Company and its subsidiaries as restricted stock compensation. The shares will be subject to transfer restrictions until the recipient ceases to serve as a director, with the restrictions lifted if certain conditions are met.

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53Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
11000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much11,000Shares

11,000 shares of the Company's common stock

Directors of the Company (excluding outside directors)3 / 9,900 shares
Directors of the Company's subsidiaries (excluding directors who also serve as directors of the parent company)1 / 1,100 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.

¥1,579 per share
Total issue value

¥17,369,000

Total Stock-Based Compensation
Total monetary remuneration claims: ¥17,369,000. The total amount of remuneration and other compensation under the scheme is capped at ¥40 million 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
From 28 October 2026 until the date on which the allotment recipient ceases to serve as a director of the Company or its subsidiaries
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted at the end of the restriction period on the condition that the recipient remains a director through the first annual general meeting of shareholders of the Company or a subsidiary held after the start date. If the recipient ceases to serve as a director for a valid reason, the restrictions will be lifted in part according to the recipient's period of service.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if the recipient ceases to serve as a director without a valid reason by the day before the first annual general meeting of shareholders, or if the transfer restrictions have not been lifted at the end of the restriction period. The Company will also acquire without consideration any shares whose transfer restrictions remain in place in the event of a corporate reorganization.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 9,900 shares, Category Directors of the Company's subsidiaries (excluding directors who also serve as directors of the parent company) / Number of Employees 1 / Number of allocated shares 1,100 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, 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
28 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 28 September 2026: ¥1,579. No discount or premium.
Procedures under the Corporate Code of Conduct
The introduction of the stock compensation scheme, the total amount of remuneration, the cap on the number of shares and other matters were approved at the annual general meeting of shareholders held on 29 September 2022.
Impact on Business Performance
No impact of this matter on business performance is stated.
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 of11,000 shares of the Company's common stock
Issue price and disposal price¥1,579 per share
Total issue value¥17,369,000
Payment date28 October 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 9,900 shares, Name Directors of the Company's subsidiaries (excluding directors who also serve as directors of the parent company) / Number of Employees 1 / Number of Shares 1,100 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, 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 stock on the Tokyo Stock Exchange on 28 September 2026: ¥1,579. No discount or premium.
Transfer restriction periodFrom 28 October 2026 until the date on which the allotment recipient ceases to serve as a director of the Company or its subsidiaries
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted at the end of the restriction period on the condition that the recipient remains a director through the first annual general meeting of shareholders of the Company or a subsidiary held after the start date. If the recipient ceases to serve as a director for a valid reason, the restrictions will be lifted in part according to the recipient's period of service.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if the recipient ceases to serve as a director without a valid reason by the day before the first annual general meeting of shareholders, or if the transfer restrictions have not been lifted at the end of the restriction period. The Company will also acquire without consideration any shares whose transfer restrictions remain in place in the event of a corporate reorganization.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 9,900 shares, Category Directors of the Company's subsidiaries (excluding directors who also serve as directors of the parent company) / Number of Employees 1 / Number of allocated shares 1,100 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥17,369,000. The total amount of remuneration and other compensation under the scheme is capped at ¥40 million per year.
Procedures under the Corporate Code of ConductThe introduction of the stock compensation scheme, the total amount of remuneration, the cap on the number of shares and other matters were approved at the annual general meeting of shareholders held on 29 September 2022.
Impact on Business PerformanceNo impact of this matter on business performance is stated.
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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | JTEC CORPORATION (3446) timely disclosure | Komori