Details of issuance or disposal
Disposal of treasury shares by third-party allotment (disposal of treasury shares as restricted stock)
406,245 shares of the Company's common stock (maximum; to be determined at a later date based on the number of eligible employees)
The lower thin line represents the existing number of shares to which these shares will be added.
¥743,428,350 (maximum)
0.50% of the total number of shares issued, excluding treasury shares, and 0.51% of the total number of voting rights (maximum figures in both cases)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by third-party allotment (disposal of treasury shares as restricted stock) |
| Number of shares to be issued or disposed of | 406,245 shares of the Company's common stock (maximum; to be determined at a later date based on the number of eligible employees) |
| Issue price and disposal price | ¥1,830 per share |
| Total issue value | ¥743,428,350 (maximum) |
| Amount of funds to be raised | Total payment amount of ¥743,428,350 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 22 December 2026 (disposal date) |
| Intended allottee | ELECOM Employee Shareholding Association: 406,245 shares (maximum) |
| Intended allottee's holding policy | During the restriction period, transfers, including withdrawals by eligible employees, the creation of security interests and other dispositions are prohibited. After the restrictions are lifted, the shares will be transferred to ordinary holdings in accordance with the association's rules. |
| Dilution Rate | 0.50% of the total number of shares issued, excluding treasury shares, and 0.51% of the total number of voting rights (maximum figures in both cases) |
| Total number of issued shares | 80,538,615 shares (excluding treasury shares, as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 21 July 2026, ¥1,830. The deviations from the average closing prices were 1.95% from the one-month average of ¥1,795, 6.33% from the three-month average of ¥1,721 and 7.58% from the six-month average of ¥1,701. |
| Transfer restriction period | From 22 December 2026 through 30 June 2031 |
| Conditions for lifting transfer restrictions | The employee must remain a member of the employee shareholding association continuously from 1 July 2026 through the expiration date of the restriction period. In the event of withdrawal due to mandatory retirement, death, promotion to an officer position or another reason deemed legitimate by the Company, all restrictions will be lifted on the first business day of the month of withdrawal. In the event of voluntary resignation, the restrictions will be lifted in proportion to the number of months of service divided by 60, provided that the employee remained employed through 31 December 2026. In the event of a corporate reorganization or similar event, all restrictions may be lifted pursuant to a resolution of the Board of Directors. |
| Reason for acquisition without consideration | Immediately after the expiration of the restriction period, the Company will automatically acquire without consideration any shares subject to this allotment for which the restrictions have not been lifted. |
| Categories and Number of Persons Covered | 1,855 employees of the Group (maximum; employees residing in Japan who are employed on both 1 April 2026 and the end of December 2026): based on the assumption of a grant of 219 shares per person |
| Total Stock-Based Compensation | Monetary claims relating to special incentive payments: ¥743,428,350 (maximum) |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholder intentions are not required. In addition, all 3 Audit & Supervisory Board Members, who are all outside Audit & Supervisory Board Members, have expressed the opinion that the disposal price is lawful. |
Items this document does not state (11)
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 express appreciation to employees in commemoration of the Company's 40th anniversary, while fostering employees' awareness of their participation in increasing corporate value over the medium to long term, sharing value with shareholders, engagement and retention.