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Share Issuance and Disposal4783NCD Co.,Ltd.Information and Communications, Services and Others

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

The Company resolved to dispose of 61,400 treasury shares it holds to the ESOP Trust Account in connection with the introduction of an employee incentive plan. The shares disposed of are scheduled to be delivered to eligible employees during the trust period.

Worth reading
39Recurring
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
0.74
Dilution rate (as a percentage of total shares issued)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as an employee incentive plan

発行・処分する株式数61,400Shares

61,400 common shares (treasury shares)

Intended allottee
The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)
¥2,410 per share
Total issue value

¥147,974,000

発行済株式総数

0.74% (as a percentage of total shares issued as of 31 March 2026); 0.76% (as a percentage of total voting rights as of the same date)

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
1 June 2026 to 31 July 2029 (scheduled) (trust period)
Categories and Number of Persons Covered
Employees serving as managers of the Company and its group companies who meet certain requirements (number of participants and number of shares allocated: not disclosed)
Payment date
4 June 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 14 May 2026 was ¥2,410. No discount or premium applies.
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. The Audit & Supervisory Committee expressed the opinion that the basis for calculating the disposal price is reasonable, that the price does not constitute a particularly favorable disposal price, and that the disposal is lawful.
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 of61,400 common shares (treasury shares)
Issue price and disposal price¥2,410 per share
Total issue value¥147,974,000
Payment date4 June 2026
Intended allotteeThe Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)
Dilution Rate0.74% (as a percentage of total shares issued as of 31 March 2026); 0.76% (as a percentage of total voting rights as of the same date)
Total number of issued shares8,300,000 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 14 May 2026 was ¥2,410. No discount or premium applies.
Transfer restriction period1 June 2026 to 31 July 2029 (scheduled) (trust period)
Categories and Number of Persons CoveredEmployees serving as managers of the Company and its group companies who meet certain requirements (number of participants and number of shares allocated: 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. The Audit & Supervisory Committee expressed the opinion that the basis for calculating the disposal price is reasonable, that the price does not constitute a particularly favorable disposal price, and that the disposal is lawful.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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.

As part of its human capital management initiatives, to increase eligible employees’ motivation and morale to contribute to improving business performance and increasing corporate value over the medium to long term, and to share value with shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as an Employee Incentive Plan | NCD Co.,Ltd. (4783) timely disclosure | Komori