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Share Issuance and Disposal6224JRC Co.,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 25,152 treasury shares to directors and employees as restricted stock compensation. Payment will be made for the director allocation on 10 July 2026 and for the employee allocation on 30 September 2026.

Worth reading
37Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
25152
Shares (treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

25,152 shares of the Company's common stock (22,823 shares for directors and 2,329 shares for employees)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 16,370 shares
Directors of the Company's subsidiaries (excluding outside directors)5 / 6,453 shares
Employees of the Company12 / 1,451 shares
Employees of the Company’s subsidiaries8 independent officers / 878 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.

¥1,252 per share
Total issue value

¥31,490,304 (¥28,574,396 for directors and ¥2,915,908 for employees)

Total Stock-Based Compensation
Total monetary compensation receivables of ¥31,490,304. The total annual compensation receivables for eligible directors are capped at ¥50,000 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
Directors: From 10 July 2026 until the date on which the director ceases to hold any position as a director of the Company or its subsidiaries., Employees: From 30 September 2026 through 30 September 2028.
Conditions for lifting transfer restrictions
Directors: The director must continuously hold the position of director through the date of the first annual general meeting of shareholders of the Company or the relevant subsidiary occurring after the commencement date. If the director leaves the position for a valid reason, the restrictions will be partially lifted in proportion to the number of months in office., Employees: The employee must continuously hold the position of employee of the Company or its subsidiaries from 30 September 2026 through 30 September 2028. If the employee leaves employment for a valid reason, the restrictions will be partially lifted in proportion to the number of months employed.
Reason for acquisition without consideration
For directors, if a director leaves office without a valid reason before the day preceding the designated annual general meeting of shareholders, or if any shares remain subject to restrictions when the restriction period ends. For employees, if an employee leaves employment without a valid reason before the restriction period ends, or if any shares remain subject to restrictions when the period ends. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 16,370 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 5 / Number of allocated shares 6,453 shares, Category Employees of the Company / Number of Employees 12 / Number of allocated shares 1,451 shares, Category Employees of the Company’s subsidiaries / Number of Employees 8 independent officers / Number of allocated shares 878 shares
Intended allottee's holding policy
The shares will be held and maintained in designated accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to any third party or otherwise disposed of in any way.
Payment date
10 July 2026 (for directors), 30 September 2026 (for employees)
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 11 June 2026, ¥1,252. No discount or premium.
Impact on Business Performance
No statement is provided regarding the impact of this matter on business performance.
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 of25,152 shares of the Company's common stock (22,823 shares for directors and 2,329 shares for employees)
Issue price and disposal price¥1,252 per share
Total issue value¥31,490,304 (¥28,574,396 for directors and ¥2,915,908 for employees)
Payment date10 July 2026 (for directors), 30 September 2026 (for employees)
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 16,370 shares, Name Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 5 / Number of Shares 6,453 shares, Name Employees of the Company / Number of Employees 12 / Number of Shares 1,451 shares, Name Employees of the Company’s subsidiaries / Number of Employees 8 independent officers / Number of Shares 878 shares
Intended allottee's holding policyThe shares will be held and maintained in designated accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to any third party or otherwise disposed of in any way.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 11 June 2026, ¥1,252. No discount or premium.
Transfer restriction periodDirectors: From 10 July 2026 until the date on which the director ceases to hold any position as a director of the Company or its subsidiaries., Employees: From 30 September 2026 through 30 September 2028.
Conditions for lifting transfer restrictionsDirectors: The director must continuously hold the position of director through the date of the first annual general meeting of shareholders of the Company or the relevant subsidiary occurring after the commencement date. If the director leaves the position for a valid reason, the restrictions will be partially lifted in proportion to the number of months in office., Employees: The employee must continuously hold the position of employee of the Company or its subsidiaries from 30 September 2026 through 30 September 2028. If the employee leaves employment for a valid reason, the restrictions will be partially lifted in proportion to the number of months employed.
Reason for acquisition without considerationFor directors, if a director leaves office without a valid reason before the day preceding the designated annual general meeting of shareholders, or if any shares remain subject to restrictions when the restriction period ends. For employees, if an employee leaves employment without a valid reason before the restriction period ends, or if any shares remain subject to restrictions when the period ends. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 16,370 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 5 / Number of allocated shares 6,453 shares, Category Employees of the Company / Number of Employees 12 / Number of allocated shares 1,451 shares, Category Employees of the Company’s subsidiaries / Number of Employees 8 independent officers / Number of allocated shares 878 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥31,490,304. The total annual compensation receivables for eligible directors are capped at ¥50,000 thousand.
Impact on Business PerformanceNo statement is provided regarding the impact of this matter on business performance.
Items this document does not state (14)
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 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 provide directors and employees of the Company and its subsidiaries with an incentive to achieve sustained growth in corporate value and to further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JRC Co.,Ltd. (6224) timely disclosure | Komori