Ebara Corporation TSE:6361
Ebara : Notice Regarding Disposal of Treasury Shares as Performance-linked Stock Compensation
Source: MarketScreener
(Translation)
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.
April 14, 2026
To whom it may concern,
Company EBARA CORPORATION
Representative Shugo Hosoda, Director, CEO & COO
President, Representative Executive Officer (Securities code: 6361, TSE Prime Market)
Contact Tetsuya Fuchida, Executive Officer, CFO (Tel: +81-3-3743-6111)
Notice Regarding Disposal of Treasury Shares as Performance-linked Stock Compensation
EBARA CORPORATION (hereinafter referred to as the "Company") hereby announces that the Board of Directors resolved today to dispose of treasury share as performance-linked stock compensation (hereinafter referred to as the "Disposal of Treasury Shares").
Summary of Disposal of Treasury Shares
(1)
Payment date
May 13, 2026
(2)
Class and number of shares to be disposed of
Common stock of the Company 298,000 shares
(3)
Disposal price
5,087 yen per share
(4)
Total disposal price
1,515,926,000 yen
(5)
Disposal destination, number of persons,
and number of shares
to be disposed
Those who served in the following positions for all or part of the evaluation period, January 1, 2023 through December 31, 2025
Directors (*1) 1 person 24,000 shares
Executive Officers (*2) (*3) 17 persons 156,500 shares Employees in certain positions 26 persons 76,000 shares Directors of the Company's subsidiaries 8 persons 36,000 shares Employees in certain positions at the Company's subsidiaries
2 persons 5,500 shares
(6)
Other
The Disposal of Treasury Shares is conditional upon the Securities Registration Statement becoming effective in accordance with the Financial Instruments and Exchange Act.
*1 Recipients who experienced transfers or retirement during the evaluation period are classified according to their positions as of the end of the evaluation period or at the time of retirement.
*2 Includes Independent Outside Directors
*3 Includes Executive Officers who also serve as Directors
*4 Includes Executive Officers who also serve as Executive Director of the Company's subsidiaries.
Objectives and Reasons for Disposal
The Company resolved at the Compensation Committee meeting held on March 8, 2018 to establish the restricted stock compensation plan and the performance-linked stock compensation plan (Performance Share Unit)(hereinafter referred to as the "PSU") as compensation plans to provide medium- to long-term incentives and share shareholder value to Directors, Executive Officers, and employees in positions of a certain grade or higher at of the Company or its subsidiaries (the Company and its subsidiaries are hereinafter collectively referred to as the "Subject Company" and such Directors, Executive Officers, and employees are hereinafter referred to as the "Subject Officers, etc.").
The Subject Officers, etc. will pay all of the monetary remuneration claims paid by the Subject Company under the PSU as property to be contributed in kind, and will be issued or disposed of shares of common stock of the Company.
The summary of the PSU and details of the partial amendment are as follows. . [Summary of the PSU and Details of the Partial Amendment ]
Summary of the PSU
The PSU is a performance-linked stock compensation plan, using the Company's medium-term management plan as the evaluation period, under which the Company issues or disposes of a number of shares of the Company's common stock equivalent to the amount obtained by adjusting the variable remuneration standard amount calculated based on the position of the Subject Officers, etc., within the range corresponding to the degree of achievement of performance indicators predetermined by the Board of Directors in the fiscal year in which the medium-term management plan ends.
Granting of shares of the Company's common stock to the Subject Officers, etc. will be made to the Subject Officers, etc. enrolled during the evaluation period as described in (2) below. Therefore, even if they retire or resign during the evaluation period or after December 31, 2025, they will receive the number of shares corresponding to their performance during their term of office. The payment in cash will be made in part for the funding tax payments purpose.
The amount to be paid per share of the Company's common stock to be granted as performance-linked stock compensation shall be determined by the Board of Directors of the Company based on
(i) the average closing price of the Company's common stock on the Tokyo Stock Exchange during the month preceding the month in which the Board of Directors meeting to resolve the third-party allotment of such common shares is held or (ii) the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of such Board of Directors meeting (or if no transaction is executed on the same day, the closing price of the most recent trading day prior to that day), whichever is higher, to the extent not particularly favorable to the Subject Officers, etc. who will subscribe for such common stock.
If the total number of shares issued by the Company increases or decreases during the evaluation period due to a consolidation of shares or share split, the maximum number of shares and the number of Company shares per performance-linked stock compensation will be adjusted in accordance with the ratio of such consolidation or split.
Evaluation Period and Performance Indicators
The Disposal of Treasury Shares is for the evaluation period from FY2023 to FY2025 (January 2023 to December 2025), the period covered by the medium-term management plan, E-Plan 2025. The performance indicator is the consolidated return on invested capital (ROIC) for the fiscal year ending December 31, 2025.
The Compensation Committee of the Company and the Board of Directors of the Company's subsidiary, at their meetings held today, resolved to pay a total of 1,515,926,000 yen in monetary remuneration claims, under the PSU, to one (1) of the Company's Directors, seventeen (17) of its Executive Officers, and twenty-six (26) of its Employees in certain positions during the evaluation period, as well as eight (8) Directors of the Company's subsidiary and two (2) of its Employees in certain positions. The Company's Board of Directors also resolved at a meeting held today to issue 298,000 shares of the Company's common stock by the contribution in kind of the said monetary compensation claims.
Further, from the perspective of further promoting the enhancement of medium- to long-term corporate value and the sharing of value with shareholders, the Compensation Committee of the Company resolved at its meeting held on April 14, 2026 to partially revise the PSU by reviewing the upper limit of the aggregate amount of monetary remuneration claims under the PSU and cash to be paid as PSU, and increasing such upper limit from 1,285,000,000 yen to 1,636,000,000 yen. The Disposal of Treasury Shares will be carried out pursuant to the PSU after such.
Basis of calculation and specific details for the payment amount
The number of shares to be granted is calculated in accordance with [Summary of the PSU], and the share price is set at 5,087 yen, the closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on April 13, 2026 (the business day immediately preceding the date of the Board of Directors' resolution) to eliminate any arbitrariness. This represents the market
price immediately preceding the date of the Board of Directors' resolution, and the Company
considers it to be reasonable and not to constitute an amount particularly favorable to the allottees.
END of the News Release