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Share Issuance and Disposal8793NEC Capital Solutions LimitedFinancials (excluding banks)

Notice of New Share Issuance for the Grant of Restricted Shares to Directors and Other Eligible Persons

The Company resolved to issue a total of 10,305 shares as restricted stock to 4 directors and 11 executive officers. The shares for directors will be granted for no consideration, while the shares for executive officers will be issued in exchange for a contribution in kind of monetary claims valued at ¥4,030 per share.

Worth reading
56In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
10305
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much

For directors: 7,170 common shares; for executive officers: 3,135 common shares

4 of the Company's directors, excluding outside directors7,170 shares
11 of the Company's executive officers (excluding those concurrently serving as directors)3,135 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.

For executive officers: ¥4,030 per share. For directors: granted for no consideration
Total issue value

For executive officers: ¥12,634,050. Fair value for directors: ¥28,895,100

Amount of funds to be raised
Total payment amount: ¥12,634,050. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Fair value for directors: ¥28,895,100; monetary claims for executive officers: ¥12,634,050
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 24 July 2026 until the date on which the holder ceases to hold the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
The holder must remain in office continuously from 24 July 2026 until the date of the annual general meeting of shareholders for the fiscal year ending March 2027. For executive officers, the required period is from 1 April 2026 through the end of March 2027. If the holder leaves office due to death, expiration of the term of office or another reason deemed justified by the Board of Directors, the restrictions will be partially released based on the number of months in office.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or other time prescribed in the relevant allotment agreement, the Company will automatically acquire for no consideration any allotted shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 7,170 shares, Category Executive officers (excluding those who also serve as directors) / Number of Employees 11 / Number of allocated shares 3,135 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which they cease to hold the position of director or executive officer of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,030. No discount or premium
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 ofFor directors: 7,170 common shares; for executive officers: 3,135 common shares
Issue price and disposal priceFor executive officers: ¥4,030 per share. For directors: granted for no consideration
Total issue valueFor executive officers: ¥12,634,050. Fair value for directors: ¥28,895,100
Amount of funds to be raisedTotal payment amount: ¥12,634,050. Estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory 4 of the Company's directors, excluding outside directors / Number of Shares 7,170 shares, Category 11 of the Company's executive officers (excluding those concurrently serving as directors) / Number of Shares 3,135 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which they cease to hold the position of director or executive officer of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,030. No discount or premium
Transfer restriction periodFrom 24 July 2026 until the date on which the holder ceases to hold the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsThe holder must remain in office continuously from 24 July 2026 until the date of the annual general meeting of shareholders for the fiscal year ending March 2027. For executive officers, the required period is from 1 April 2026 through the end of March 2027. If the holder leaves office due to death, expiration of the term of office or another reason deemed justified by the Board of Directors, the restrictions will be partially released based on the number of months in office.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or other time prescribed in the relevant allotment agreement, the Company will automatically acquire for no consideration any allotted shares for which the transfer restrictions have not been released.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 7,170 shares, Category Executive officers (excluding those who also serve as directors) / Number of Employees 11 / Number of allocated shares 3,135 shares
Total Stock-Based CompensationFair value for directors: ¥28,895,100; monetary claims for executive officers: ¥12,634,050
Items this document does not state (14)
Estimated 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.

To provide directors and executive officers with incentives to achieve sustained growth in corporate value and promote value sharing with shareholders. The Company considered the purpose of the plan, its performance, the scope of responsibilities of each intended allottee and other relevant factors.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of New Share Issuance for the Grant of Restricted Shares to Directors and Other Eligible Persons | NEC Capital Solutions Limited (8793) timely disclosure | Komori