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Share Issuance and Disposal5704JMC CorporationIron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,780 treasury shares to 5 directors and 4 employees as restricted stock compensation. The disposal price is ¥390 per share, and the shares will be subject to a 3-year transfer restriction.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,780Shares

13,780 shares of the Company's common stock (no new shares will be issued; treasury shares will be disposed of)

5 directors of the Company, excluding outside directors11,200 shares
4 of the Company's employees2,580 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.

¥390 per share
Total issue value

¥5,374,200

Amount of funds to be raised
Total payment amount: ¥5,374,200; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥5,374,200
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 (disposal of treasury shares only)

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 April 2026 through 23 April 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full at the end of the restriction period for the shares held at that time, provided that the recipient has continuously remained a director or employee of the Company throughout the restriction period. In the event of retirement or resignation for a valid reason, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
If a recipient retires or resigns as a director or employee of the Company before the end of the restriction period without a valid reason, if any shares remain subject to transfer restrictions, or if any shares remain subject to transfer restrictions before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
5 of the Company's directors (excluding outside directors): 11,200 shares; 4 of the Company's employees: 2,580 shares
Intended allottee's holding policy
The shares will be subject to transfer restrictions from 24 April 2026 through 23 April 2029. During this period, the recipients may not transfer the shares to third parties, create pledges or transfer-security interests over them, make inter vivos gifts or bequests, or otherwise dispose of them in any way.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 26 March 2026, ¥390. The closing price on the business day immediately preceding the resolution date was adopted without modification, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 27th Annual General Meeting of Shareholders held on 27 March 2019, approval was obtained for the payment of monetary compensation receivables of up to ¥120 million per year and the issuance of up to 15,000 restricted stock units per year.
Impact on Business Performance
The impact of this matter 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 of13,780 shares of the Company's common stock (no new shares will be issued; treasury shares will be disposed of)
Issue price and disposal price¥390 per share
Total issue value¥5,374,200
Amount of funds to be raisedTotal payment amount: ¥5,374,200; estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 11,200 shares, Name 4 of the Company's employees / Number of Shares 2,580 shares
Intended allottee's holding policyThe shares will be subject to transfer restrictions from 24 April 2026 through 23 April 2029. During this period, the recipients may not transfer the shares to third parties, create pledges or transfer-security interests over them, make inter vivos gifts or bequests, or otherwise dispose of them in any way.
Dilution RateNot applicable (disposal of treasury shares only)
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 stock on the Tokyo Stock Exchange on 26 March 2026, ¥390. The closing price on the business day immediately preceding the resolution date was adopted without modification, with no discount or premium.
Transfer restriction periodFrom 24 April 2026 through 23 April 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full at the end of the restriction period for the shares held at that time, provided that the recipient has continuously remained a director or employee of the Company throughout the restriction period. In the event of retirement or resignation for a valid reason, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationIf a recipient retires or resigns as a director or employee of the Company before the end of the restriction period without a valid reason, if any shares remain subject to transfer restrictions, or if any shares remain subject to transfer restrictions before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered5 of the Company's directors (excluding outside directors): 11,200 shares; 4 of the Company's employees: 2,580 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥5,374,200
Procedures under the Corporate Code of ConductAt the 27th Annual General Meeting of Shareholders held on 27 March 2019, approval was obtained for the payment of monetary compensation receivables of up to ¥120 million per year and the issuance of up to 15,000 restricted stock units per year.
Impact on Business PerformanceThe impact of this matter on business performance is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 promote the sharing of value between the eligible directors and shareholders and provide incentives for the sustained enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JMC Corporation (5704) timely disclosure | Komori