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Share Issuance and Disposal5214Nippon Electric Glass Co.,Ltd.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers

The Company resolved to dispose of 8,700 treasury shares as restricted stock compensation for 3 directors and 14 executive officers. The shares may not be transferred for a specified period, until the recipient resigns or retires, or otherwise ceases to hold an applicable position.

Worth reading
42Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
8700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

8,700 shares of the Company's common stock (5,300 shares for 3 directors and 3,400 shares for 14 executive officers)

3 directors (excluding outside directors)5,300 shares
14 executive officers (excluding non-residents)3,400 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.

¥6,441 per share
Total issue value

¥56,036,700

Amount of funds to be raised
Total amount paid: ¥56,036,700. However, the directors are not required to make cash payments or contribute property in kind, while the executive officers will contribute in kind monetary claims paid by the Company. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Up to ¥100 million per year (the compensation limit under the plan for directors)
発行済株式総数

0.01% of total shares issued

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 27 April 2026 until the date on which the eligible officer resigns or retires from all positions as a director, audit & supervisory board member, executive officer, employee or other officer or staff member of the Company, or, in certain cases, until immediately after the relevant semi-annual securities report is filed
Conditions for lifting transfer restrictions
For directors, the individual must continuously hold the position of director from the date of the Company's annual general meeting of shareholders immediately preceding the allocation date through the date of the following year's annual general meeting. For executive officers, the individual must continuously hold the position of executive officer from 1 January through 31 December of the year in which the payment date falls. If the individual resigns for reasons such as death or other reasons deemed justifiable by the Board of Directors, the restrictions will be lifted on a number of shares determined based on the period of service, or on all shares in the event of death.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted when the restriction period expires, as well as any shares whose transfer restrictions are not lifted on the day following the date on which the eligible officer resigns during the service period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,300 shares, Category Executive officers (excluding non-residents) / Number of Employees 14 / Number of allocated shares 3,400 shares
Intended allottee's holding policy
From 27 April 2026 until the date on which the eligible officer resigns or retires from all positions as a director, audit & supervisory board member, executive officer, employee or other officer or staff member of the Company, or, in certain cases, until immediately after the semi-annual securities report is filed, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
27 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,441. No discount or premium rate was disclosed.
Impact on Business Performance
No impact on business performance stated
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 of8,700 shares of the Company's common stock (5,300 shares for 3 directors and 3,400 shares for 14 executive officers)
Issue price and disposal price¥6,441 per share
Total issue value¥56,036,700
Amount of funds to be raisedTotal amount paid: ¥56,036,700. However, the directors are not required to make cash payments or contribute property in kind, while the executive officers will contribute in kind monetary claims paid by the Company. Estimated net proceeds: Not disclosed
Payment date27 April 2026
Intended allotteeName 3 directors (excluding outside directors) / Number of Shares 5,300 shares, Name 14 executive officers (excluding non-residents) / Number of Shares 3,400 shares
Intended allottee's holding policyFrom 27 April 2026 until the date on which the eligible officer resigns or retires from all positions as a director, audit & supervisory board member, executive officer, employee or other officer or staff member of the Company, or, in certain cases, until immediately after the semi-annual securities report is filed, the shares may not be transferred, pledged or otherwise disposed of.
Dilution Rate0.01% of total shares issued
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,441. No discount or premium rate was disclosed.
Transfer restriction periodFrom 27 April 2026 until the date on which the eligible officer resigns or retires from all positions as a director, audit & supervisory board member, executive officer, employee or other officer or staff member of the Company, or, in certain cases, until immediately after the relevant semi-annual securities report is filed
Conditions for lifting transfer restrictionsFor directors, the individual must continuously hold the position of director from the date of the Company's annual general meeting of shareholders immediately preceding the allocation date through the date of the following year's annual general meeting. For executive officers, the individual must continuously hold the position of executive officer from 1 January through 31 December of the year in which the payment date falls. If the individual resigns for reasons such as death or other reasons deemed justifiable by the Board of Directors, the restrictions will be lifted on a number of shares determined based on the period of service, or on all shares in the event of death.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted when the restriction period expires, as well as any shares whose transfer restrictions are not lifted on the day following the date on which the eligible officer resigns during the service period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,300 shares, Category Executive officers (excluding non-residents) / Number of Employees 14 / Number of allocated shares 3,400 shares
Total Stock-Based CompensationUp to ¥100 million per year (the compensation limit under the plan for directors)
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide directors and executive officers with incentives to pursue sustained growth in corporate value and to further promote value sharing with shareholders. The decision also took into account the purpose of the plan, the scope of responsibilities of each eligible officer and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | Nippon Electric Glass Co.,Ltd. (5214) timely disclosure | Komori