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Share Issuance and Disposal7794EDP CorporationInformation and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company has resolved to issue 8,000 common shares to 5 directors as restricted stock compensation. The shares will be subject to a 2-year transfer restriction and will be issued at ¥1,208 per share.

Worth reading
59In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
8000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much8,000Shares

8,000 common shares (new shares)

5 directors of the Company (including 2 outside directors)8,000 shares

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

¥1,208 per share
Total issue value

¥9,664,000

Amount of funds to be raised
Total payment amount: ¥9,664,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥9,664,000. The annual compensation limit is ¥60 million or less (of which ¥12 million or less is for outside directors).
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
2 years (17 July 2026 to 16 July 2028)
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the following positions from 17 July 2026 through the date of the first annual general meeting of shareholders of the Company held thereafter: director, executive officer, adviser or employee of the Company. If the recipient retires or leaves employment for a valid reason, part of the transfer restriction will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If, after the transfer restriction period begins and before the day preceding the date of the first annual general meeting of shareholders of the Company held thereafter, the recipient retires or leaves employment from all positions as director, executive officer, adviser and employee without a valid reason. If any shares remain subject to transfer restrictions when the restriction period expires. If any shares remain subject to transfer restrictions as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
5 directors of the Company, 8,000 shares (including 2 outside directors, 1,000 shares)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The transfer restriction period runs from 17 July 2026 through 16 July 2028.
Payment date
17 July 2026 (scheduled)
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, ¥1,208 per share. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The introduction of the stock compensation plan and related matters were approved at the 14th Annual General Meeting of Shareholders held on 23 June 2023.
Impact on Business Performance
No information was provided regarding the impact on financial results.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of8,000 common shares (new shares)
Issue price and disposal price¥1,208 per share
Total issue value¥9,664,000
Amount of funds to be raisedTotal payment amount: ¥9,664,000; estimated net proceeds: Not disclosed
Payment date17 July 2026 (scheduled)
Intended allotteeName 5 directors of the Company (including 2 outside directors) / Number of Shares 8,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The transfer restriction period runs from 17 July 2026 through 16 July 2028.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, ¥1,208 per share. No discount or premium was stated.
Transfer restriction period2 years (17 July 2026 to 16 July 2028)
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the following positions from 17 July 2026 through the date of the first annual general meeting of shareholders of the Company held thereafter: director, executive officer, adviser or employee of the Company. If the recipient retires or leaves employment for a valid reason, part of the transfer restriction will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf, after the transfer restriction period begins and before the day preceding the date of the first annual general meeting of shareholders of the Company held thereafter, the recipient retires or leaves employment from all positions as director, executive officer, adviser and employee without a valid reason. If any shares remain subject to transfer restrictions when the restriction period expires. If any shares remain subject to transfer restrictions as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered5 directors of the Company, 8,000 shares (including 2 outside directors, 1,000 shares)
Total Stock-Based CompensationTotal monetary compensation receivables: ¥9,664,000. The annual compensation limit is ¥60 million or less (of which ¥12 million or less is for outside directors).
Procedures under the Corporate Code of ConductThe introduction of the stock compensation plan and related matters were approved at the 14th Annual General Meeting of Shareholders held on 23 June 2023.
Impact on Business PerformanceNo information was provided regarding the impact on financial results.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | EDP Corporation (7794) timely disclosure | Komori