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Share Issuance and Disposal5803Fujikura Ltd.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

Fujikura resolved to dispose of up to 150,000 treasury shares to grant restricted stock through the employee stock ownership association. The actual number of shares and total disposal price will be determined based on the number of employees who agree to participate in the plan.

Worth reading
47Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
689400000
Japanese yen (maximum disposal amount)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan

Who receives how much150,000Shares

150,000 shares of the Company's common stock (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)

Fujikura Employee Stock Ownership Association (up to 150,000 shares)

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

¥4,596 per share
Total issue value

¥689,400,000 (maximum total disposal price)

Amount of funds to be raised
Total payment amount of ¥689,400,000 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary receivables of ¥229,800 per eligible employee. For a maximum of 3,000 employees, the total amount will be ¥689,400,000.
発行済株式総数

0.01% (of the total number of issued shares and total voting rights)

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 30 November 2026 to 31 May 2029
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted when the restriction period expires, provided that the eligible employee has continuously remained a member of the association during the restriction period. In certain circumstances, including reaching mandatory retirement age, expiration of the employment contract, becoming an officer, transfer to a group company, loss of membership eligibility, application to withdraw from the association, or death, the restrictions will be lifted on the date the relevant retirement procedures or other applicable procedures are accepted. If an employee becomes a non-resident due to an overseas transfer or other reason, the restrictions will be lifted on the date the overseas transfer or other event is decided.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if, during the transfer restriction period, the eligible employee engages in conduct violating laws or regulations or falls under other circumstances specified in the relevant restricted stock allocation agreement. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the restriction period or at other applicable times.
Stock Split Ratio6 shares for each share, effective 1 April 2026
Categories and Number of Persons Covered
Company employees (eligible employees): up to 3,000 people, 50 shares per person
Intended allottee's holding policy
During the transfer restriction period, the shares will be managed in a dedicated account of the association, and eligible employees will be restricted from withdrawing their restricted stock interests. The transfer restriction period runs from 30 November 2026 to 31 May 2029.
Payment date
30 November 2026
Basis for determining the amount to be paid
The closing price of ¥4,596 on the Prime Market of the Tokyo Stock Exchange on 6 August 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -0.41% versus ¥4,615 for the one-month period from 7 July to 6 August 2026, -10.34% versus ¥5,126 for the three-month period from 7 May to 6 August 2026, and -6.60% versus ¥4,921 for the six-month period from 9 February to 6 August 2026.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and confirming shareholders' intentions are not required. The Audit and Supervisory Committee expressed the opinion that the disposal price is not particularly favorable and that the transaction is lawful.
Impact on Business Performance
The specific impact of this disposal of treasury shares on financial results is Not disclosed. The Company believes that the plan will contribute to an increase in corporate value.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Number of shares to be issued or disposed of150,000 shares of the Company's common stock (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)
Issue price and disposal price¥4,596 per share
Total issue value¥689,400,000 (maximum total disposal price)
Amount of funds to be raisedTotal payment amount of ¥689,400,000 (maximum); estimated net proceeds Not disclosed
Payment date30 November 2026
Intended allotteeFujikura Employee Stock Ownership Association (up to 150,000 shares)
Intended allottee's holding policyDuring the transfer restriction period, the shares will be managed in a dedicated account of the association, and eligible employees will be restricted from withdrawing their restricted stock interests. The transfer restriction period runs from 30 November 2026 to 31 May 2029.
Dilution Rate0.01% (of the total number of issued shares and total voting rights)
Total number of issued shares1,775,180,526 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥4,596 on the Prime Market of the Tokyo Stock Exchange on 6 August 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -0.41% versus ¥4,615 for the one-month period from 7 July to 6 August 2026, -10.34% versus ¥5,126 for the three-month period from 7 May to 6 August 2026, and -6.60% versus ¥4,921 for the six-month period from 9 February to 6 August 2026.
Transfer restriction periodFrom 30 November 2026 to 31 May 2029
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted when the restriction period expires, provided that the eligible employee has continuously remained a member of the association during the restriction period. In certain circumstances, including reaching mandatory retirement age, expiration of the employment contract, becoming an officer, transfer to a group company, loss of membership eligibility, application to withdraw from the association, or death, the restrictions will be lifted on the date the relevant retirement procedures or other applicable procedures are accepted. If an employee becomes a non-resident due to an overseas transfer or other reason, the restrictions will be lifted on the date the overseas transfer or other event is decided.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if, during the transfer restriction period, the eligible employee engages in conduct violating laws or regulations or falls under other circumstances specified in the relevant restricted stock allocation agreement. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the restriction period or at other applicable times.
Categories and Number of Persons CoveredCompany employees (eligible employees): up to 3,000 people, 50 shares per person
Total Stock-Based CompensationMonetary receivables of ¥229,800 per eligible employee. For a maximum of 3,000 employees, the total amount will be ¥689,400,000.
Stock Split Ratio6 shares for each share, effective 1 April 2026
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and confirming shareholders' intentions are not required. The Audit and Supervisory Committee expressed the opinion that the disposal price is not particularly favorable and that the transaction is lawful.
Impact on Business PerformanceThe specific impact of this disposal of treasury shares on financial results is Not disclosed. The Company believes that the plan will contribute to an increase in corporate value.
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 enhance the welfare of eligible employees and support asset building, provide incentives to achieve the 2028 Medium-Term Management Plan and continuously enhance corporate value, and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | Fujikura Ltd. (5803) timely disclosure | Komori