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Share Issuance and Disposal9651Japan Process Development Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors

日本プロセス resolved to dispose of 12,368 treasury shares at ¥2,021 per share as restricted stock compensation for 4 directors. The payment date is 6 October 2026.

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Direction
Neutral
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Scale
12368
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,368Shares

12,368 treasury shares

4 directors, excluding outside directors; 12,368 shares

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

¥2,021 per share
Total issue value

¥24,995,728

Amount of funds to be raised
Total payment amount: ¥24,995,728; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥24,995,728 (annual compensation limit under the plan: ¥25 million or less)
発行済株式総数

No increase, as this is a disposal of treasury shares

As this is a disposal of treasury shares, the total number of issued shares will not increase

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
From 6 October 2026 until the date on which the holder ceases to be a director of the Company
Conditions for lifting transfer restrictions
The holder must continuously remain a director of the Company during the service provision period from 26 August 2026 until the date of the Company's annual general meeting of shareholders held in 2027. If the holder ceases to be a director due to death, expiration of the term of office or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors, excluding outside directors; 12,368 shares
Intended allottee's holding policy
From 6 October 2026 until the date on which the holder ceases to be a director of the Company, the shares may not be transferred, pledged or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the restriction period expires.
Payment date
6 October 2026
Basis for determining the amount to be paid
¥2,021, the simple average closing price of the Company's common shares on the Tokyo Stock Exchange during the most recent one-month period from 10 August 2026 to 7 September 2026. Discount/premium rate: 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 of12,368 treasury shares
Issue price and disposal price¥2,021 per share
Total issue value¥24,995,728
Amount of funds to be raisedTotal payment amount: ¥24,995,728; estimated net proceeds: Not disclosed
Payment date6 October 2026
Intended allottee4 directors, excluding outside directors; 12,368 shares
Intended allottee's holding policyFrom 6 October 2026 until the date on which the holder ceases to be a director of the Company, the shares may not be transferred, pledged or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the restriction period expires.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase, as this is a disposal of treasury shares
Basis for determining the amount to be paid¥2,021, the simple average closing price of the Company's common shares on the Tokyo Stock Exchange during the most recent one-month period from 10 August 2026 to 7 September 2026. Discount/premium rate: Not disclosed.
Transfer restriction periodFrom 6 October 2026 until the date on which the holder ceases to be a director of the Company
Conditions for lifting transfer restrictionsThe holder must continuously remain a director of the Company during the service provision period from 26 August 2026 until the date of the Company's annual general meeting of shareholders held in 2027. If the holder ceases to be a director due to death, expiration of the term of office or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered4 directors, excluding outside directors; 12,368 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥24,995,728 (annual compensation limit under the plan: ¥25 million or less)
Items this document does not state (12)
Estimated 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 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 provide directors with an incentive to sustainably enhance corporate value and shareholder value over the medium to long term and to promote value sharing with shareholders. The decision also took into account the purpose of the plan, the Company's performance and the responsibilities of each eligible officer.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors | Japan Process Development Co.,Ltd. (9651) timely disclosure | Komori