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Share Issuance and Disposal4062IBIDEN CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Shareholding Association

IBIDEN resolved to dispose of up to 222,355 treasury shares so that eligible employees of the company and its subsidiaries can acquire restricted shares through the employee shareholding association. The number of shares to be disposed of will be finalized at a later date based on the number of employees who consent to the scheme.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.08
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as transfer-restricted stock incentives for the employee stock ownership association (third-party allotment)

Who receives how much222,355Shares

The company's common shares: up to 222,355 shares (the actual number of shares will be finalized at a later date based on the number of eligible employees and other factors)

IBIDEN Employee Shareholding Association (up to 222,355 shares)

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

¥9,663 per share
Total issue value

Up to ¥2,148,616,365

Amount of funds to be raised
Total payment amount: up to ¥2,148,616,365; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims granted as special incentive payments: up to ¥2,148,616,365 equivalent (222,355 shares × ¥9,663)
発行済株式総数

0.08% (based on 283,693,826 issued shares as of 30 September 2026)

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 26 February 2027 to 31 May 2031
Conditions for lifting transfer restrictions
The restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible employee has continuously remained a member of the employee shareholding association throughout the restricted transfer period. They will also be lifted at the prescribed time when the employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, upon a decision to become a non-resident due to an overseas transfer or other circumstance, or in the event of a corporate reorganization or other event.
Reason for acquisition without consideration
If, during the restricted transfer period, the employee engages in a violation of laws or regulations or meets any other specified condition set out in the allocation agreement, or if the restrictions are not lifted upon expiration of the restricted transfer period or at another applicable time.
Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd. (which will open a dedicated account for the employee shareholding association)
Stock Split Ratio1-for-2 stock split; effective date: 1 October 2026
Categories and Number of Persons Covered
Up to 6,825 employees of the company and its subsidiaries: Pattern A (department manager level): up to 151 employees, 51 shares per employee; Pattern B (non-union employees below department manager level): up to 776 employees, 41 shares per employee; Pattern C (union members): up to 5,898 employees, 31 shares per employee.
Intended allottee's holding policy
During the restricted transfer period, the employee shareholding association will manage the shares in a dedicated account and restrict withdrawals of the eligible employees' membership interests. The restricted transfer period runs from 26 February 2027 to 31 May 2031.
Payment date
26 February 2027
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange Prime Market on 28 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥9,663. The deviations from the average closing prices were -7.18% versus the one-month average of ¥10,411, -3.64% versus the three-month average of ¥10,028, and -2.75% versus the six-month average of ¥9,936.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intentions are not required. The Audit and Supervisory Committee, comprising 5 members including 3 outside directors, expressed the opinion that the disposal price does not constitute a particularly favorable price.
Impact on Business Performance
The company believes that this scheme will contribute to increasing the corporate value of the group. The specific monetary impact on earnings is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as transfer-restricted stock incentives for the employee stock ownership association (third-party allotment)
Number of shares to be issued or disposed ofThe company's common shares: up to 222,355 shares (the actual number of shares will be finalized at a later date based on the number of eligible employees and other factors)
Issue price and disposal price¥9,663 per share
Total issue valueUp to ¥2,148,616,365
Amount of funds to be raisedTotal payment amount: up to ¥2,148,616,365; estimated net proceeds: Not disclosed
Payment date26 February 2027
Intended allotteeIBIDEN Employee Shareholding Association (up to 222,355 shares)
Intended allottee's holding policyDuring the restricted transfer period, the employee shareholding association will manage the shares in a dedicated account and restrict withdrawals of the eligible employees' membership interests. The restricted transfer period runs from 26 February 2027 to 31 May 2031.
Dilution Rate0.08% (based on 283,693,826 issued shares as of 30 September 2026)
Total number of issued shares283,693,826 shares → 283,693,826 shares (based on the disclosure that the total number of issued shares will not increase because the transaction involves the disposal of treasury shares)
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange Prime Market on 28 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥9,663. The deviations from the average closing prices were -7.18% versus the one-month average of ¥10,411, -3.64% versus the three-month average of ¥10,028, and -2.75% versus the six-month average of ¥9,936.
Transfer restriction periodFrom 26 February 2027 to 31 May 2031
Conditions for lifting transfer restrictionsThe restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible employee has continuously remained a member of the employee shareholding association throughout the restricted transfer period. They will also be lifted at the prescribed time when the employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, upon a decision to become a non-resident due to an overseas transfer or other circumstance, or in the event of a corporate reorganization or other event.
Reason for acquisition without considerationIf, during the restricted transfer period, the employee engages in a violation of laws or regulations or meets any other specified condition set out in the allocation agreement, or if the restrictions are not lifted upon expiration of the restricted transfer period or at another applicable time.
Categories and Number of Persons CoveredUp to 6,825 employees of the company and its subsidiaries: Pattern A (department manager level): up to 151 employees, 51 shares per employee; Pattern B (non-union employees below department manager level): up to 776 employees, 41 shares per employee; Pattern C (union members): up to 5,898 employees, 31 shares per employee.
Total Stock-Based CompensationMonetary claims granted as special incentive payments: up to ¥2,148,616,365 equivalent (222,355 shares × ¥9,663)
Underwriter / lead underwriterNomura Securities Co., Ltd. (which will open a dedicated account for the employee shareholding association)
Stock Split Ratio1-for-2 stock split; effective date: 1 October 2026
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intentions are not required. The Audit and Supervisory Committee, comprising 5 members including 3 outside directors, expressed the opinion that the disposal price does not constitute a particularly favorable price.
Impact on Business PerformanceThe company believes that this scheme will contribute to increasing the corporate value of the group. The specific monetary impact on earnings is Not disclosed.
Items this document does not state (8)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentMost 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 support the welfare and asset building of eligible employees, while enhancing their awareness of participating in management toward achieving the medium-term management targets and sustainable growth, sharing value with stakeholders, and employee engagement and retention.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Shareholding Association | IBIDEN CO.,LTD. (4062) timely disclosure | Komori