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Share Issuance and Disposal8595JAFCO Co.,Ltd.Financials (excluding banks)

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 39,489 treasury shares as restricted stock compensation for 6 directors and executive officers. The total disposal value is ¥92,996,595, and the disposal will take place on 6 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much39,489Shares

39,489 shares of the Company's common stock (treasury shares)

2 Directors of the Company (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)22,292 shares
4 executive officers who do not concurrently serve as directors of the Company17,197 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.

¥2,355 per share
Amount of funds to be raised

Total payment amount: ¥92,996,595; approximate net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary claims: ¥92,996,595
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 6 August 2026 until the later of the point immediately after the recipient retires or resigns from a specified position at the Company or one of its subsidiaries, or 1 July 2027.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a specified position at the Company or one of its subsidiaries during the applicable service period, all of the shares allocated under this arrangement will be released from the transfer restrictions upon expiration of the applicable restricted transfer period. If the recipient retires or resigns for a legitimate reason, such as the expiration of the term of office or reaching the retirement age, the number of shares to be released from the restrictions will be determined based on a specified calculation.
Reason for acquisition without consideration
If, during the restricted transfer period, the recipient engages in an act that violates laws or regulations or otherwise falls under a circumstance specified in the allocation agreement, if any shares remain subject to the transfer restrictions, or if the transfer restrictions are not released due to a corporate reorganization or similar event. The Company will also acquire, without consideration, the shares specified in the agreement in cases including retirement due to death.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 22,292 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of allocated shares 17,197 shares
Intended allottee's holding policy
During the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way.
Payment date
6 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,355. The discount rate and premium rate were Not disclosed.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Committee.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance was 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 of39,489 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,355 per share
Amount of funds to be raisedTotal payment amount: ¥92,996,595; approximate net proceeds: Not disclosed
Payment date6 August 2026
Intended allotteeName 2 Directors of the Company (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) / Number of Shares 22,292 shares, Name 4 executive officers who do not concurrently serve as directors of the Company / Number of Shares 17,197 shares
Intended allottee's holding policyDuring the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,355. The discount rate and premium rate were Not disclosed.
Transfer restriction periodFrom 6 August 2026 until the later of the point immediately after the recipient retires or resigns from a specified position at the Company or one of its subsidiaries, or 1 July 2027.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a specified position at the Company or one of its subsidiaries during the applicable service period, all of the shares allocated under this arrangement will be released from the transfer restrictions upon expiration of the applicable restricted transfer period. If the recipient retires or resigns for a legitimate reason, such as the expiration of the term of office or reaching the retirement age, the number of shares to be released from the restrictions will be determined based on a specified calculation.
Reason for acquisition without considerationIf, during the restricted transfer period, the recipient engages in an act that violates laws or regulations or otherwise falls under a circumstance specified in the allocation agreement, if any shares remain subject to the transfer restrictions, or if the transfer restrictions are not released due to a corporate reorganization or similar event. The Company will also acquire, without consideration, the shares specified in the agreement in cases including retirement due to death.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 22,292 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of allocated shares 17,197 shares
Total Stock-Based CompensationTotal monetary claims: ¥92,996,595
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Committee.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance was Not disclosed.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 provide an incentive to sustainably enhance corporate value and promote value sharing with shareholders, as well as to further motivate each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JAFCO Co.,Ltd. (8595) timely disclosure | Komori