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Share Issuance and Disposal6361EBARA CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 46,104 treasury shares to 54 directors, executive officers, employees and others as restricted stock compensation. The payment date is 13 May 2026, and the total disposal amount is ¥234,531,048.

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46104
Shares
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much46,104Shares

46,104 shares of the Company's common stock (treasury shares)

Directors (including outside directors)9 / 10,892 shares
Executive officers (including those concurrently serving as directors)14 / 22,000 shares
Employees holding certain positions21 / 8,381 shares
Certain directors of the Company's subsidiaries7 / 3,724 shares
Employees of the Company's subsidiaries holding certain positions3 / 1,107 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.

¥5,087 per share
Total issue value

¥234,531,048

Total Stock-Based Compensation
Total monetary compensation receivables: ¥234,531,048
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 13 May 2026 until immediately after the recipient's retirement or resignation, as applicable to the recipient's category. However, if that date falls on or before 31 March 2027, the period will continue until midnight on 1 April 2027.
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director or executive officer of the Company or one of its subsidiaries, or an employee position at or above the specified role grade, throughout the period of service. In the event of retirement or resignation for a legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the restrictions are lifted.
Categories and Number of Persons Covered
9 directors · 10,892 shares, 14 executive officers · 22,000 shares, 21 employees holding certain positions · 8,381 shares, 7 certain directors of the Company's subsidiaries · 3,724 shares, 3 employees of the Company's subsidiaries holding certain positions · 1,107 shares
Intended allottee's holding policy
For a specified period, the recipients may not transfer, create security interests over or otherwise dispose of the Company's common shares allocated under the allocation agreement.
Payment date
13 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 13 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,087. No discount or premium applies.
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 of46,104 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥5,087 per share
Total issue value¥234,531,048
Payment date13 May 2026
Intended allotteeCategory Directors (including outside directors) / Number of Employees 9 / Number of Shares 10,892 shares, Category Executive officers (including those concurrently serving as directors) / Number of Employees 14 / Number of Shares 22,000 shares, Category Employees holding certain positions / Number of Employees 21 / Number of Shares 8,381 shares, Category Certain directors of the Company's subsidiaries / Number of Employees 7 / Number of Shares 3,724 shares, Category Employees of the Company's subsidiaries holding certain positions / Number of Employees 3 / Number of Shares 1,107 shares
Intended allottee's holding policyFor a specified period, the recipients may not transfer, create security interests over or otherwise dispose of the Company's common shares allocated under the allocation agreement.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 13 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,087. No discount or premium applies.
Transfer restriction periodFrom 13 May 2026 until immediately after the recipient's retirement or resignation, as applicable to the recipient's category. However, if that date falls on or before 31 March 2027, the period will continue until midnight on 1 April 2027.
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director or executive officer of the Company or one of its subsidiaries, or an employee position at or above the specified role grade, throughout the period of service. In the event of retirement or resignation for a legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the restrictions are lifted.
Categories and Number of Persons Covered9 directors · 10,892 shares, 14 executive officers · 22,000 shares, 21 employees holding certain positions · 8,381 shares, 7 certain directors of the Company's subsidiaries · 3,724 shares, 3 employees of the Company's subsidiaries holding certain positions · 1,107 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥234,531,048
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal 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 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.

The purpose is to provide the eligible directors and others with medium- to long-term incentives, share value with shareholders, raise awareness of the share price, align the interests of management and shareholders, and motivate them to improve performance. The Company also took into account the scope of responsibilities and the proportion of stock-based compensation in total executive compensation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | EBARA CORPORATION (6361) timely disclosure | Komori