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Share Issuance and Disposal6055JAPAN MATERIAL Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 17,000 treasury shares it holds as restricted stock compensation for directors and executive officers of the Company and its subsidiaries. The shares will be subject to a 3-year transfer restriction, which will be lifted if certain service and incumbency conditions are met.

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Scale
17000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much17,000Shares

17,000 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)3 / 6,300 shares
The Company's executive officers7 / 5,600 shares
Directors of the Company's subsidiaries (excluding outside directors)14 / 4,800 shares
Executive officers of the Company's subsidiaries2 / 300 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.

¥2,555 per share
Total issue value

¥43,435,000

Total Stock-Based Compensation
Monetary compensation claims totaling ¥43,435,000. The total amount of monetary compensation claims for the Company's directors is limited to ¥100 million per year.
発行済株式総数

Not applicable (disposal of treasury 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
23 July 2026 to 22 July 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 holder has continuously held a position as a director, executive officer or employee of the Company or one of its subsidiaries throughout the restriction period. If the holder leaves office or employment for a valid reason, the number of shares released will be calculated by dividing the number of months in service by 36.
Reason for acquisition without consideration
If, before the end of the restriction period, the holder leaves office or employment without a valid reason from all positions as a director, executive officer or employee of the Company and its subsidiaries. If any shares remain subject to the transfer restrictions at the end of the restriction period. If any shares remain subject to the transfer restrictions as of the business day immediately preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered
3 directors of the Company, 6,300 shares; 7 executive officers of the Company, 5,600 shares; 14 directors of the Company's subsidiaries, 4,800 shares; and 2 executive officers of the Company's subsidiaries, 300 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to any third party, pledged or made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in accounts opened with Tokai Tokyo Securities Co., Ltd.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,555. No discount or premium was applied.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results 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 of17,000 common shares of the Company (treasury shares)
Issue price and disposal price¥2,555 per share
Total issue value¥43,435,000
Payment date23 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 3 / Number of Shares 6,300 shares, Category The Company's executive officers / Number of Employees 7 / Number of Shares 5,600 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 14 / Number of Shares 4,800 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 2 / Number of Shares 300 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to any third party, pledged or made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in accounts opened with Tokai Tokyo Securities Co., Ltd.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesNot applicable (the 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 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,555. No discount or premium was applied.
Transfer restriction period23 July 2026 to 22 July 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 holder has continuously held a position as a director, executive officer or employee of the Company or one of its subsidiaries throughout the restriction period. If the holder leaves office or employment for a valid reason, the number of shares released will be calculated by dividing the number of months in service by 36.
Reason for acquisition without considerationIf, before the end of the restriction period, the holder leaves office or employment without a valid reason from all positions as a director, executive officer or employee of the Company and its subsidiaries. If any shares remain subject to the transfer restrictions at the end of the restriction period. If any shares remain subject to the transfer restrictions as of the business day immediately preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered3 directors of the Company, 6,300 shares; 7 executive officers of the Company, 5,600 shares; 14 directors of the Company's subsidiaries, 4,800 shares; and 2 executive officers of the Company's subsidiaries, 300 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥43,435,000. The total amount of monetary compensation claims for the Company's directors is limited to ¥100 million per year.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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 have the allottees share with shareholders both the benefits and risks of share price fluctuations, thereby further increasing their motivation to contribute to share price appreciation and the enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JAPAN MATERIAL Co.,Ltd. (6055) timely disclosure | Komori