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Share Issuance and Disposal9889JBCC Holdings Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 242,700 treasury shares as restricted stock to 152 directors, executive officers and employees of the Company and its subsidiaries in exchange for contributions in kind of monetary compensation receivables. The transfer restriction period is 3 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much242,700Shares

242,700 shares of the Company’s common stock (treasury shares)

The Company's directors2 / 24,000 shares
Executive officers and employees of the Company7 / 19,700 shares
Directors of subsidiaries of the Company13 / 62,900 shares
Executive officers and employees of the Company's subsidiaries130 / 136,100 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.

¥1,332 per share
Total issue value

¥323,276,400

Amount of funds to be raised
Total payment amount: ¥323,276,400; estimated net proceeds: Not disclosed (contribution in kind of monetary claims held by the eligible recipients)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥323,276,400. The annual compensation limit for the Company’s directors is ¥100 million or less.
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
3 years from 3 August 2026
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding a prescribed position with the Company or one of its subsidiaries during the transfer restriction period, all shares held by the recipient will be released from the restrictions upon expiration of the period. In the event of retirement due to death, expiration of the term of office or other legitimate reasons, the number of shares released will be determined based on the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares that remain subject to transfer restrictions upon expiration of the transfer restriction period or at the time of release. In the event of a corporate reorganization, the Company will also acquire without consideration any shares that remain subject to the restrictions.
Stock Split Ratio1 share to 4 shares, effective 1 April 2025 (the number of shares under this plan was adjusted to four times the original number)
Categories and Number of Persons Covered
The Company’s directors: 2 people, 24,000 shares; the Company’s executive officers and employees: 7 people, 19,700 shares; directors of the Company’s subsidiaries: 13 people, 62,900 shares; executive officers and employees of the Company’s subsidiaries: 130 people, 136,100 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period is 3 years from 3 August 2026.
Payment date
3 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 3 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,332. No discount or premium rate was specified.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock
Number of shares to be issued or disposed of242,700 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥1,332 per share
Total issue value¥323,276,400
Amount of funds to be raisedTotal payment amount: ¥323,276,400; estimated net proceeds: Not disclosed (contribution in kind of monetary claims held by the eligible recipients)
Payment date3 August 2026
Intended allotteeName The Company's directors / Number of Employees 2 / Number of Shares 24,000 shares, Name Executive officers and employees of the Company / Number of Employees 7 / Number of Shares 19,700 shares, Name Directors of subsidiaries of the Company / Number of Employees 13 / Number of Shares 62,900 shares, Name Executive officers and employees of the Company's subsidiaries / Number of Employees 130 / Number of Shares 136,100 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period is 3 years from 3 August 2026.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 3 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,332. No discount or premium rate was specified.
Transfer restriction period3 years from 3 August 2026
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding a prescribed position with the Company or one of its subsidiaries during the transfer restriction period, all shares held by the recipient will be released from the restrictions upon expiration of the period. In the event of retirement due to death, expiration of the term of office or other legitimate reasons, the number of shares released will be determined based on the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares that remain subject to transfer restrictions upon expiration of the transfer restriction period or at the time of release. In the event of a corporate reorganization, the Company will also acquire without consideration any shares that remain subject to the restrictions.
Categories and Number of Persons CoveredThe Company’s directors: 2 people, 24,000 shares; the Company’s executive officers and employees: 7 people, 19,700 shares; directors of the Company’s subsidiaries: 13 people, 62,900 shares; executive officers and employees of the Company’s subsidiaries: 130 people, 136,100 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥323,276,400. The annual compensation limit for the Company’s directors is ¥100 million or less.
Stock Split Ratio1 share to 4 shares, effective 1 April 2025 (the number of shares under this plan was adjusted to four times the original number)
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 an incentive to achieve sustained growth in the medium to long term of the corporate and shareholder value of the Company Group and to promote value sharing with shareholders. The Company also took into consideration the performance of the Company Group and the responsibilities of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | JBCC Holdings Inc. (9889) timely disclosure | Komori