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Share Issuance and Disposal9310Japan Transcity CorporationTransportation and logistics

Notice Regarding the Disposal of Treasury Shares as an Employee Incentive Plan

The company resolved to dispose of 185,300 of its treasury shares to a trust account in connection with the introduction of an ESOP for employees. The shares will be used for delivery to eligible employees and will be subject to transfer restrictions until retirement.

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43Recurring
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Neutral
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Scale
185300
shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as an employee incentive plan

Who receives how much185,300Shares

185,300 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)185,300 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,333 per share
Total issue value

¥247,004,900

発行済株式総数

0.28% (of total shares outstanding), 0.31% (of total voting rights)

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
Until retirement
Categories and Number of Persons Covered
Employees in certain job categories (the breakdown of the number of employees and shares allocated is Not disclosed)
Intended allottee's holding policy
Shares will be delivered to eligible employees during the trust period in accordance with the structure of this program. The shares delivered will be subject to transfer restrictions until retirement.
Basis for determining the amount to be paid
The Tokyo Stock Exchange closing price of ¥1,333 on the business day preceding the date of the Board of Directors' resolution (11 November 2026). This represents a 3.41% discount to the average price of ¥1,380 for the preceding month, a 4.38% discount to the average price of ¥1,394 for the preceding three months, and a 3.25% premium to the average price of ¥1,291 for the preceding six months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required under the Code of Corporate Conduct.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as an employee incentive plan
Number of shares to be issued or disposed of185,300 common shares (treasury shares)
Issue price and disposal price¥1,333 per share
Total issue value¥247,004,900
Intended allotteeName The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants) / Number of Shares 185,300 shares
Intended allottee's holding policyShares will be delivered to eligible employees during the trust period in accordance with the structure of this program. The shares delivered will be subject to transfer restrictions until retirement.
Dilution Rate0.28% (of total shares outstanding), 0.31% (of total voting rights)
Total number of issued shares66,405,517 shares → Not disclosed
Basis for determining the amount to be paidThe Tokyo Stock Exchange closing price of ¥1,333 on the business day preceding the date of the Board of Directors' resolution (11 November 2026). This represents a 3.41% discount to the average price of ¥1,380 for the preceding month, a 4.38% discount to the average price of ¥1,394 for the preceding three months, and a 3.25% premium to the average price of ¥1,291 for the preceding six months.
Transfer restriction periodUntil retirement
Categories and Number of Persons CoveredEmployees in certain job categories (the breakdown of the number of employees and shares allocated is Not disclosed)
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required under the Code of Corporate Conduct.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 expand the benefits program for eligible employees and increase their motivation to contribute to business performance and participate in management through the economic benefits of share price appreciation. Also, to make this part of the human capital investment aimed at increasing engagement and enhancing long-term corporate value.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares as an Employee Incentive Plan | Japan Transcity Corporation (9310) timely disclosure | Komori