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Share Issuance and Disposal7702JMS CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to grant 20,521 common shares to 5 directors and 7 executive officers as restricted stock compensation through the disposal of treasury shares. The transfer restriction period will run for 30 years from 5 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much20,521Shares

20,521 common shares of the Company (treasury shares)

5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors)17,525 shares
The Company's executive officers2,996 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.

¥468 per share
Total issue value

¥9,603,828

Total Stock-Based Compensation
Total monetary remuneration claims of ¥9,603,828. The total amount of monetary remuneration claims for directors may not exceed ¥80 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 5 August 2026 to 4 August 2056 (30 years)
Conditions for lifting transfer restrictions
In principle, the recipient must continuously hold the position of director or executive officer of the Company from the start date of the transfer restriction period until the date of the first Annual General Meeting of Shareholders held after that date. If the recipient leaves the position for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period in office.
Reason for acquisition without consideration
If the recipient leaves both the position of director and the position of executive officer before the prescribed date, unless the Board of Directors recognizes a legitimate reason, or if any shares remain subject to transfer restrictions when the transfer restriction period expires. Shares that remain subject to transfer restrictions when a corporate reorganization takes place will also be acquired without consideration.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 17,525 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 2,996 shares
Payment date
5 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 15 July 2026, which was ¥468. No discount or premium will be applied.
Procedures under the Corporate Code of Conduct
At the Annual General Meeting of Shareholders held on 27 June 2023, approval was obtained for the total amount of monetary remuneration claims and the maximum number of shares to be allotted in connection with restricted stock. This disposal was resolved by the Board of Directors.
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 of20,521 common shares of the Company (treasury shares)
Issue price and disposal price¥468 per share
Total issue value¥9,603,828
Payment date5 August 2026
Intended allotteeCategory 5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 17,525 shares, Category The Company's executive officers / Number of Shares 2,996 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 15 July 2026, which was ¥468. No discount or premium will be applied.
Transfer restriction periodFrom 5 August 2026 to 4 August 2056 (30 years)
Conditions for lifting transfer restrictionsIn principle, the recipient must continuously hold the position of director or executive officer of the Company from the start date of the transfer restriction period until the date of the first Annual General Meeting of Shareholders held after that date. If the recipient leaves the position for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period in office.
Reason for acquisition without considerationIf the recipient leaves both the position of director and the position of executive officer before the prescribed date, unless the Board of Directors recognizes a legitimate reason, or if any shares remain subject to transfer restrictions when the transfer restriction period expires. Shares that remain subject to transfer restrictions when a corporate reorganization takes place will also be acquired without consideration.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 17,525 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 2,996 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥9,603,828. The total amount of monetary remuneration claims for directors may not exceed ¥80 million per year.
Procedures under the Corporate Code of ConductAt the Annual General Meeting of Shareholders held on 27 June 2023, approval was obtained for the total amount of monetary remuneration claims and the maximum number of shares to be allotted in connection with restricted stock. This disposal was resolved by the Board of Directors.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 enable directors and executive officers to share with shareholders both the benefits and risks of share price fluctuations, and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JMS CO.,LTD. (7702) timely disclosure | Komori