Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
November 6, 2025
Company Name EBARA JITSUGYO CO., LTD.
Representative Takashi Ishii
President and COO
(Securities Code: 6328, TSE Prime Market)
Contact Shuji Ohno
Senior Managing Executive Officer, Head of Planning & Strategy Office (TEL +81-3-5565-2885)
Notice Regarding Disposal of Treasury Shares through Third-Party Allotment in Connection with the Introduction of Trust-Type Employee Stock Ownership Plan (ESOP)EBARA JITSUGYO CO., LTD. (hereinafter referred to as the "Company") hereby announces that it has resolved, at a meeting of the Board of Directors held today, to dispose of treasury shares (hereinafter referred to as the "Disposal of Treasury Shares") in connection with the introduction of Trust-Type Employee Stock Ownership Plan (hereinafter referred to as the "Plan") as described below.
Overview of disposal
(1) Date of disposal
December 4, 2025
(2) Type and number of shares to be disposed of
123,000 shares of common shares of the Company
(3) Disposal value
¥4,185 per share
(4) Total disposal amount
¥514,755,000
(5) Allotment method
Third-party allotment
(6) Planned allottee
Sumitomo Mitsui Trust Bank, Limited (trust account)
(Re-entrustment trustee: Custody Bank of Japan, Ltd. (trust account))
(7) Other matters
The Disposal of Treasury Shares shall be subject to a Securities Registration Statement under the Financial Instruments and Exchange Act taking effect.
Purpose and reason for disposal
At the meeting of the Board of Directors held today, it was resolved to introduce the Plan for the purpose of enhancing the Group's employees' sustainable asset formation through the active use of the employee stock ownership association as part of employee benefit packages and improving corporate value over the medium- to long-term by providing incentives to the Group's employees to enhance a greater sense of participation in corporate management and to improve business performance.
For an overview of the Plan, please refer to the "Notice Regarding Introduction of Trust-Type Employee Stock Ownership Plan (ESOP)" dated today.
The Disposal of Treasury Shares will be made to Sumitomo Mitsui Trust Bank, Limited (trust account) (re-entrustment trustee: Custody Bank of Japan, Ltd. (Trustee)) as the trustee for the trust (hereinafter referred to as the "Trust") established by the Company for the operation of the Plan.
The quantity of shares for disposal corresponds to the number of shares expected to be purchased by the "EBARA JITSUGYO Employee Stock Ownership Association" (hereinafter referred to as the "Stock Ownership Association") over a 5 year period, which is based on the current annual purchasing history of the Stock Ownership Association (annualized quantity based on immediately preceding monthly purchases and purchases using bonuses), divided by the disposal price, and the scale of dilution is calculated to be 0.95% of the total number of shares outstanding as of June 30, 2025 (12,930,000 shares) (and 1.03% of the total number of voting rights as of June 30 , 2025 (118,883 voting rights), with all values rounded to the nearest second decimal place).
The Company believes that the Plan will promote the sustained development of the Company by providing incentives to improve corporate value over the medium- to long-term and to enhance the Group's employees' motivation to work through capital participation as shareholders. The Company has determined that the disposal quantity and the scale of dilution resulting from the Disposal of Treasury Shares are reasonable, and that the impact on the trading market will be negligible.
(Reference) Overview of the Trust Agreement
Trustor
The Company
Trustee
Sumitomo Mitsui Trust Bank, Limited
(Re-entrustment trustee: Custody Bank of Japan, Ltd.)
Beneficiaries
The Group's employees who join the Stock Ownership Association and otherwise satisfy the prescribed beneficiary requirements.
Exercise of voting rights
The trustee will exercise the voting rights of shares in the Trust during the trust period based on the instructions of the trust administrator.
Date of trust agreement
December 4, 2025
Trust period
December 4, 2025 to end of November 2030 (scheduled)
Trust purpose
Stable and continuous supply of the Company's shares to the Stock Ownership Association and delivery of trust assets to beneficiaries.
Basis of calculation and specific details of the amount to be disposed of
The disposal price is set at ¥4,185, the closing price of the Company's shares on the Tokyo Stock Exchange on the business day immediately prior to the date of the Board of Directors' resolution November 5, 2025, in order to eliminate arbitrariness in pricing. The Company chose the closing price of the business day immediately preceding the Board of Directors' resolution because it reflects the market value immediately prior to the Board of Directors' resolution date, which the Company has determined to be a highly objective and reasonable basis for calculation.
Regarding the price, the deviation rate from the average closing price of ¥4,355 (rounded down to the nearest yen) over the one-month period immediately preceding the Board of Directors resolution date (from October 6, 2025 to November 5, 2025) is -3.90%; the deviation rate from the average closing price of ¥4,329 (rounded down to the nearest yen) over the three-month period immediately preceding the Board of Directors resolution date (from August 6, 2025 to November 5, 2025) is -3.33%; and the deviation rate from the average closing price of ¥3,938 (rounded down to the nearest yen) over the six-month period (from May 7, 2025 to November 5, 2025) is 6.27% (all deviation rates are rounded to the nearest second decimal place).
As a result of considering the above, the Company believes that the disposal value for the Disposal of Treasury Shares is not particularly advantageous to the planned allottee and is reasonable.
Furthermore, with respect to the disposal value described above, the Audit and Supervisory Committee (comprised of 5 members, of which 4 are Outside Directors) expressed the opinion that the basis for calculation is reasonable, and that it is a disposal value that is not particularly advantageous to the planned allottee and is in compliance with the law.
Matters regarding the procedure required by the corporate code of conduct
The Disposal of Treasury Shares does not require the procurement of an opinion from an independent third party or require procedures for confirming the intent of shareholders, which are provided for under Rule 432 of the
Securities Listing Regulations of the Tokyo Stock Exchange, because (i) the dilution ratio is less than 25% and (ii) it does not involve a change in controlling shareholder.