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Share Issuance and Disposal4975JCU CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 5,662 treasury shares as restricted stock compensation for 6 directors. The disposal price is ¥6,450 per share, and the transfer restriction period will be 25 years.

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5662
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,662Shares

5,662 common shares of the Company (treasury shares)

6 directors of the Company (excluding outside directors): 5,662 shares

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

¥6,450 per share
Total issue value

¥36,519,900

Amount of funds to be raised
Total payment amount: ¥36,519,900; estimated net proceeds: Not disclosed (as the shares are paid for through a contribution in kind of compensation claims)
Total Stock-Based Compensation
Monetary compensation claims: ¥36,519,900. The compensation limit is ¥50 million per year.
Specific use of funds
not disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable, as this is a disposal of treasury shares and does not increase the total number of issued 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
25 years (17 August 2026 to 16 August 2051)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full at the end of the period for all of the allocated shares held at that time, provided that the holder remains a director of the Company continuously from 17 August 2026 until the date of the first annual general meeting of shareholders held thereafter. If the holder's directorship ends upon expiration of the term, death or retirement for another reason deemed valid by the Board of Directors, the restrictions will be lifted in proportion to the number of months from July 2026 through the month including the retirement date, divided by 12. In the event of a corporate reorganisation or similar transaction, the restrictions will also be lifted in accordance with the prescribed proportion.
Reason for acquisition without consideration
If, after the transfer restriction period begins and before the day preceding the first annual general meeting of shareholders held thereafter, the holder's directorship ends for a reason other than expiration of the term, death or another reason deemed valid by the Board of Directors. If any shares remain subject to transfer restrictions at the end of the period. If any shares remain subject to transfer restrictions in the event of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered
6 directors of the Company (excluding outside directors), 5,662 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
17 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 22 July 2026, ¥6,450. The closing price on the immediately preceding business day was used, with a discount rate and premium rate of 0%.
Impact on Business Performance
The impact of this disposal of treasury shares 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 of5,662 common shares of the Company (treasury shares)
Issue price and disposal price¥6,450 per share
Total issue value¥36,519,900
Amount of funds to be raisedTotal payment amount: ¥36,519,900; estimated net proceeds: Not disclosed (as the shares are paid for through a contribution in kind of compensation claims)
Specific use of fundsnot disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
Payment date17 August 2026
Intended allottee6 directors of the Company (excluding outside directors): 5,662 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution RateNot applicable, as this is a disposal of treasury shares and does not increase the total number of issued shares.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 July 2026, ¥6,450. The closing price on the immediately preceding business day was used, with a discount rate and premium rate of 0%.
Transfer restriction period25 years (17 August 2026 to 16 August 2051)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full at the end of the period for all of the allocated shares held at that time, provided that the holder remains a director of the Company continuously from 17 August 2026 until the date of the first annual general meeting of shareholders held thereafter. If the holder's directorship ends upon expiration of the term, death or retirement for another reason deemed valid by the Board of Directors, the restrictions will be lifted in proportion to the number of months from July 2026 through the month including the retirement date, divided by 12. In the event of a corporate reorganisation or similar transaction, the restrictions will also be lifted in accordance with the prescribed proportion.
Reason for acquisition without considerationIf, after the transfer restriction period begins and before the day preceding the first annual general meeting of shareholders held thereafter, the holder's directorship ends for a reason other than expiration of the term, death or another reason deemed valid by the Board of Directors. If any shares remain subject to transfer restrictions at the end of the period. If any shares remain subject to transfer restrictions in the event of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered6 directors of the Company (excluding outside directors), 5,662 shares
Total Stock-Based CompensationMonetary compensation claims: ¥36,519,900. The compensation limit is ¥50 million per year.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is not disclosed
Items this document does not state (10)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JCU CORPORATION (4975) timely disclosure | Komori