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Share Issuance and Disposal6361EBARA CORPORATIONMachinery

Notice Regarding the Disposal of Treasury Shares as Performance-Linked Stock-Based Compensation

The Company has resolved to dispose of 298,000 treasury shares to a total of 54 individuals, including directors, executive officers and employees, as performance-linked stock compensation. The consideration for the share delivery will be the in-kind contribution of monetary compensation receivables to be paid to the eligible recipients.

Worth reading
49Recurring
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Direction
Neutral
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Scale
298000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-linked stock compensation

Who receives how much298,000Shares

298,000 common shares of the Company (treasury shares)

Directors (excluding independent outside directors)1 / 24,000 shares
Executive Officer17 / 156,500 shares
Employees holding certain positions26 / 76,000 shares
Certain directors of the Company's subsidiaries8 independent officers / 36,000 shares
Employees of the Company's subsidiaries holding certain positions2 / 5,500 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

¥1,515,926,000

Amount of funds to be raised
Total amount to be paid: ¥1,515,926,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥1,515,926,000. The maximum amount of monetary compensation receivables related to performance-linked stock compensation plus cash paid as PSUs is ¥1,636,000,000
発行済株式総数

As this is a disposal of treasury shares, an increase in the total number of issued shares is Not disclosed

Categories and Number of Persons Covered
1 director: 24,000 shares; 17 executive officers: 156,500 shares; 26 employees holding certain positions: 76,000 shares; 8 certain directors of the Company's subsidiaries: 36,000 shares; 2 employees of the Company's subsidiaries holding certain positions: 5,500 shares
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. Under the plan, the amount is determined based on the higher of the average closing price for the month preceding the month in which the Board of Directors meeting is held and the closing price on the business day preceding the resolution date.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked stock compensation
Number of shares to be issued or disposed of298,000 common shares of the Company (treasury shares)
Issue price and disposal price¥5,087 per share
Total issue value¥1,515,926,000
Amount of funds to be raisedTotal amount to be paid: ¥1,515,926,000. Estimated net proceeds: Not disclosed
Payment date13 May 2026
Intended allotteeCategory Directors (excluding independent outside directors) / Number of Employees 1 / Number of Shares 24,000 shares, Category Executive Officer / Number of Employees 17 / Number of Shares 156,500 shares, Category Employees holding certain positions / Number of Employees 26 / Number of Shares 76,000 shares, Category Certain directors of the Company's subsidiaries / Number of Employees 8 independent officers / Number of Shares 36,000 shares, Category Employees of the Company's subsidiaries holding certain positions / Number of Employees 2 / Number of Shares 5,500 shares
Total number of issued sharesAs this is a disposal of treasury shares, an increase in the total number of issued shares is Not disclosed
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. Under the plan, the amount is determined based on the higher of the average closing price for the month preceding the month in which the Board of Directors meeting is held and the closing price on the business day preceding the resolution date.
Categories and Number of Persons Covered1 director: 24,000 shares; 17 executive officers: 156,500 shares; 26 employees holding certain positions: 76,000 shares; 8 certain directors of the Company's subsidiaries: 36,000 shares; 2 employees of the Company's subsidiaries holding certain positions: 5,500 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥1,515,926,000. The maximum amount of monetary compensation receivables related to performance-linked stock compensation plus cash paid as PSUs is ¥1,636,000,000
Items this document does not state (17)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationUnderwriter / 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 a medium- to long-term incentive and share value with shareholders. The evaluation period will run from fiscal 2023 through fiscal 2025, and the number of shares to be delivered will be determined according to the achievement level of consolidated ROIC for the fiscal year ending December 2025.

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Notice Regarding the Disposal of Treasury Shares as Performance-Linked Stock-Based Compensation | EBARA CORPORATION (6361) timely disclosure | Komori