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Share Issuance and Disposal6328EBARA JITSUGYO CO.,LTD.Machinery

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

荏原実業 resolved to dispose of 22,123 treasury shares as restricted stock compensation to 4 directors and 7 executive officers. The disposal price is ¥2,440 per share, to be paid through an in-kind contribution of monetary compensation claims.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
22123
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,123Shares

22,123 shares of the Company's common stock (treasury shares)

Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members)4 / 17,210 shares
Executive officers7 / 4,913 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.

¥2,440 per share
Total issue value

¥53,980,120

Amount of funds to be raised
Total payment amount: ¥53,980,120; approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥53,980,120. The annual compensation limit for eligible directors is ¥60 million or less.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares)

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 12 May 2026 until the date on which the recipient retires as a director or executive officer
Conditions for lifting transfer restrictions
All of the allotted shares will be released from the transfer restrictions upon expiration of the transfer restriction period, subject to the recipient's retirement as an eligible director or other eligible person being for a reason deemed legitimate by the Company's Board of Directors. In the event of a reorganization or other similar transaction, the number of shares reasonably determined by resolution of the Board of Directors will be released from the transfer restrictions before the effective date.
Reason for acquisition without consideration
If the transfer restrictions have not been released upon expiration of the transfer restriction period, the Company will acquire without consideration the number of shares corresponding to the remaining period if the recipient retires during the period of service, as well as all or part of the shares if the recipient falls under any of the specified circumstances set out in the allotment agreement, including misconduct.
Categories and Number of Persons Covered
4 directors (excluding outside directors and directors who are Audit and Supervisory Committee members): 17,210 shares; 7 executive officers: 4,913 shares
Payment date
12 May 2026
Basis for determining the amount to be paid
Closing price of ¥2,440 on the business day immediately preceding the date of the Board of Directors' resolution
Procedures under the Corporate Code of Conduct
At the Annual General Meeting of Shareholders held on 24 March 2026, approval was obtained for the grant of monetary compensation claims and restricted stock under this system.
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 of22,123 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,440 per share
Total issue value¥53,980,120
Amount of funds to be raisedTotal payment amount: ¥53,980,120; approximate net proceeds: Not disclosed
Payment date12 May 2026
Intended allotteeName Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of Shares 17,210 shares, Name Executive officers / Number of Employees 7 / Number of Shares 4,913 shares
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidClosing price of ¥2,440 on the business day immediately preceding the date of the Board of Directors' resolution
Transfer restriction periodFrom 12 May 2026 until the date on which the recipient retires as a director or executive officer
Conditions for lifting transfer restrictionsAll of the allotted shares will be released from the transfer restrictions upon expiration of the transfer restriction period, subject to the recipient's retirement as an eligible director or other eligible person being for a reason deemed legitimate by the Company's Board of Directors. In the event of a reorganization or other similar transaction, the number of shares reasonably determined by resolution of the Board of Directors will be released from the transfer restrictions before the effective date.
Reason for acquisition without considerationIf the transfer restrictions have not been released upon expiration of the transfer restriction period, the Company will acquire without consideration the number of shares corresponding to the remaining period if the recipient retires during the period of service, as well as all or part of the shares if the recipient falls under any of the specified circumstances set out in the allotment agreement, including misconduct.
Categories and Number of Persons Covered4 directors (excluding outside directors and directors who are Audit and Supervisory Committee members): 17,210 shares; 7 executive officers: 4,913 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥53,980,120. The annual compensation limit for eligible directors is ¥60 million or less.
Procedures under the Corporate Code of ConductAt the Annual General Meeting of Shareholders held on 24 March 2026, approval was obtained for the grant of monetary compensation claims and restricted stock under this system.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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.

To provide an incentive to continuously enhance corporate value and promote the sharing of value between directors and shareholders. The decision also took into account the purpose of the plan, the Company’s performance, the scope of responsibilities of each eligible director and other eligible person, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Executive Officers | EBARA JITSUGYO CO.,LTD. (6328) timely disclosure | Komori