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 4, 2025
For immediate release
Company: Nitta Corporation
Representative: Seiichi Kitamura, President Code: 5186; Prime Market, Tokyo Stock Exchange Contact: Koichi Kakegami, Director, Executive Officer, and General Manager of Corporate Center
Tel: +81-6-6563-1211
Notice of Disposal of Treasury Shares as Restricted Share-Based Remuneration to Executive Officers
Nitta Corporation (the "Company") hereby announces that its Board of Directors resolved at a meeting held on April 4, 2025 to dispose of its treasury shares as restricted share-based remuneration (the "Treasury Share Disposal").
Details are as follows.
1. Overview of the disposal
(1) Payment date | April 25, 2025 |
(2) Class and number of shares to be disposed | The Company's common stock 3,585 shares |
(3) Disposal amount | 3,640 yen per share |
(4) Total disposal amount | 13,049,400 yen |
(5) Allottees | 3 Executive Officers 3,585 shares |
(6) Other | No securities notice and extraordinary report under the Financial Instruments and Exchange Act have been submitted, because the Treasury Share Disposal is attached with the condition to the effect that the Executive Officers who will be allotees will be prohibited from transferring the shares until the Company files the semi-annual securities report for the business year to which the day the allottees will receive the delivery of the shares belongs, and because the total disposal amount is less than 100 million yen. |
2. Purpose and reasons for the disposal
At a meeting of the Board of Directors held on March 1, 2019, the Company introduced a restricted share-based remuneration plan (the "Plan") for its Executive Officers for the purpose of incentivizing them to improve the Company's corporate value over the medium to long term and achieve sustained enhancement of shareholder value while promoting value sharing with shareholders.
Subsequently, the Company resolved at a meeting of the Board of Directors held on April 4, 2025 to provide a monetary remuneration claim totaling 13,049,400 yen (the "Monetary Remuneration Claim") to 3 Executive Officers who newly assumed office on or after April 1, 2024 (the "Eligible Officers"), in consideration of the purpose of the Plan, the Company's business performance, the scope of job responsibility of each Eligible Officer and other factors, and to provide 3,585 shares of its common stock ("Allotted Shares") by issuing the entire amount of the Monetary Remuneration Claim in the form of capital contribution in kind.
Outline of the Restricted Stock Allotment Agreement
The Company and each of the Eligible Officers will conclude a restricted stock allotment agreement (the "Allotment Agreement") with the Treasury Share Disposal. The outline of the Allotment Agreement is as follows.
(1) Transfer restriction period
The Eligible Officers may not transfer, attach a security interest on or otherwise dispose of the Allotted Shares from April 25, 2025 (payment date) to the date of retirement from any of the positions of the Company's Director, Executive Officer and officer stipulated in Article 2, item (xv) of the Corporation Tax Act (excluding Audit & Supervisory Board member; hereinafter these positions are collectively referred to as the "Position(s)").
(2) Condition for lifting of transfer restriction
On the condition that an Eligible Officer continues to hold the Position for the period from the payment date to March 31, 2026 (the "Period of Service Provision"), transfer restriction on all the Allotted Shares shall be lifted at the time of the expiry of the transfer restriction period; provided, however, that when an Eligible Officer loses any of the Positions during thePeriod of Service Provisiondue to the expiration of the term of office, death or other reasons that the Board of Directors deems justifiable, the transfer restriction will terminate immediately following the day on which said Eligible Officer loses his/her Position with respect to the Allotted Shares in the number obtained by the number of months from April 2025 until the month in which the said day falls divided by 12 (provided, however, that if the quotient exceeds 1, it shall be deemed to be 1) and multiplied by the number of the Allotted Shares (provided, however, that any fraction less than one share resulting from the calculation shall be rounded down.)
(3) Acquisition by the Company for no consideration
The Company will naturally acquire for no consideration all the Allotted Shares for which transfer restrictions were not removed at the end of the period of transfer restrictions.
(4) Management of shares
The Allotted Shares shall be managed in the accounts exclusively for restricted stock shares that are opened by the Eligible Officers at Daiwa Securities Co. Ltd. during the period of transfer restrictions to prevent the transfer of shares, the establishment of security interests on shares, or other dispositions.
(5) Measures to be taken in relation to organizational restructuring, etc.
If a resolution such as a merger agreement in which the Company is the merged company, a share exchange agreement or share transfer plan in which the Company will become a wholly owned subsidiary, or any other resolutions concerning organizational restructuring, etc. are approved at a General Meeting of Shareholders of the Company (or at a meeting of the Company's Board of Directors if approval by a General Meeting of Shareholders is not required for the said organizational restructuring, etc.) during the transfer restriction period,
the Company shall, immediately prior to the business day immediately preceding the effective date of said organizational restructuring, etc., cancel upon resolution of the Company's Board of Directors the transfer restriction on the number of the Allocated Shares, which is equivalent to the number of months from April 2025 until the month in which the date of approval of organizational restructuring, etc. falls divided by 12 (provided, however, that if the quotient exceeds 1, it shall be deemed to be 1) and multiplied by the number of the Allotted Shares held by the subject Eligible Officer at that point in time (provided, however, that any fraction of less than one share resulting from the calculation shall be rounded down.)
3. Basis and details of calculation of the amount to be paid
The Treasury Share Disposal will be conducted using monetary remuneration claim to be granted to the Eligible Officers based on the Plan as the capital contribution, and the amount to be paid in is set at 3,640 yen, the closing price of the common stock of the Company on the Tokyo Stock Exchange on April 3, 2025 (business day before the date of resolution of the Board of Directors) to eliminate arbitrariness. The amount is the market price immediately before the date of resolution of the Board of Directors and a reasonable amount reflecting the Company's corporate value properly unless there are any special circumstances that indicate the latest stock price is unreliable. We believe the amount is not particularly advantageous for the Eligible Officers.