June 27, 2022

Company name: Enplas Corporation

Representative: Daisuke Yokota, President

Code No.: 6961, TSE Prime

Inquiries: Shigeya Fujita,

Member of the board, Executive Officer

Tel: 048-253-3131

Notice Concerning Disposal of Treasury Stock as Restricted Stock Remuneration

Enplas Corporation ("Enplas", Head Office: Saitama, President: Daisuke Yokota) hereby announces that at the meeting of the Board of Directors held on June 27, 2022, it resolved to dispose of treasury stock as restricted stock remuneration (hereinafter referred to as "Disposal of Treasury Stock" or "Disposal").

1. Overview of Disposal of Treasury Stock

1Disposal date

July 15, 2022

2Class and number of shares to be

6,600 shares of common stock of the Company

disposed of

3Disposal price

3,065 yen per share

4Total value of share disposal

20,229,000 yen

5Grantees of shares and number

Directors of the Board of the Company *1: 2 Directors, 1,600 shares

thereof; number of shares to be

Executive Officers of the Company: 3 Executive Officers, 1,800 shares

allotted

Other Employees: 8 Employees, 2,900 shares

Directors of Subsidiaries of the Company: 1 Directors, 300 shares

*1 Excluding Directors who are Audit Committee Directors and

Outside Directors

6Other

The Company has submitted a Securities Registration Statement based

on the Financial Instrument and Exchange Act for the Disposal of

Treasury Stock.

2. Purpose and Reasons for Disposal

At the meeting of the Board of Directors held on April 30, 2021, the Company resolved to introduce a restricted stock remuneration system (hereinafter referred to as "the System") to the Directors of the Company, excluding Audit Committee Directors and Outside Directors (hereinafter referred to as "Applicable Directors") in order to provide an incentive to continuously improve the Company's corporate value and to promote further shared value with shareholders. At the 60th Annual Meeting of Shareholders held on June 23, 2021, the Company has acquired approval on providing monetary remuneration claims to the Applicable Directors by granting restricted stock based on the System within 30 million yen per year, outside the flamework of the existing monetary remuneration.

The Company also has acquired approval that the Company and its directors shall conclude the share allotment agreement with restriction on transfer (hereinafter referred to as "the Allotment Agreement") including the following contents in issuing or disposing of the Company's common shares.

The outline of the System is as follows.

Outline of the System

The Applicable Directors shall pay out of all the monetary remuneration claims provided by the Company according to the System, and shall, in return, receive the Company's common shares that will be issued or disposed of by the Company. The total number of common shares to be issued or disposed of by the Company in the System (hereinafter referred to as "the Shares") shall be 7,500 or less per year. The amount to be paid-in per share shall be decided at the Board of Directors to the extent that the amount is not particularly favorable to the Applicable Directors who will receive the Company's common shares, based on the closing price of the Company's common share on the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution of the Board of Directors (or, if no transaction is made on the same day, the closing price of the immediately preceding business day.).

In addition, the issuance or disposal of the Shares shall be subject to the conclusion of the Allotment Agreement including the following items between the Company and each Applicable Director who is scheduled to receive the allotment of the Shares:

  1. The transfer of the Shares to a third party, the establishment of a security interest in the Shares, or any other disposition of the Shares is prohibited for a certain period of time, and
  2. The Company shall acquire the Shares without consideration in the case where certain events occur, etc.

In addition, the Company resolved to grant the restricted stock for Executive Officers, Other Employees, and some Directors of the Subsidiaries of the Company by the meeting the Board of Directors held today, as follows.

The Company resolved, as the meeting of the Board of Directors held today, to grant monetary remuneration receivables in a total amount of 20,229,000 yen (The amount of monetary remuneration receivables invested in one offered share: 3,065 yen) and consequently dispose of 6,600 common shares (hereinafter referred to as "the Allotted Shares") to 2 Directors, 3 Executive Officers, 8 other employees, and 1 Directors of subsidiaries of the Company (hereinafter referred to as "the Eligible Person"), in consideration of the purpose of the System, the Company's business performance, the extent of each Eligible Person's job responsibility and various other factors.

Outline of Allotment Agreement for Restricted Stock

The Company conclude the Allotment Agreement with Eligible Person individually. The outline is as follows.

  1. Transfer Restriction Period
    The Eligible Person may not transfer, create securities interest over otherwise dispose of the Allotted Shares during the period from July 15, 2022 (date of payment) to the date on which the Eligible Person

loses his position as either an officer or employee of the Company or its subsidiaries.

  1. Conditions for Lifting Transfer Restriction
    The restriction on the transfer of the Allotted Shares shall be lifted at the expiration of the transfer restricted period, provided that the Eligible Person continuously holds any position as an officer or employee of the Company or its subsidiaries from July 15, 2022 (date of payment) until the conclusion of the Annual Meeting of Shareholders for the fiscal year ending March 2023 (If the Eligible Person is an Executive Officer, the period is from July 1, 2022 to the end of June 2023. If the Eligible Person is an employee (excluding an Executive Officer), the period is from April 1, 2022 to the end of March 2023. Hereinafter referred to as "the Period of Services Rendered".). However, if the Eligible Person resigns all positions as an officer or employee of the Company or its subsidiaries during the Period of Services Rendered for death or reasons that the Board of Directors deems to be legitimate, the transfer restrictions on the Allotted Shares shall be lifted as of the time immediately after the resignation. The Allotted Shares are calculated as follows: the number of months from July 2022 (If the Eligible Person is an employee (excluding an Executive Officer), from April) to the month including the day on which the Eligible Person resigns from the position as an officer or employee of the Company or its subsidiaries, divided by 12 (provided that the number will be counted as 1 if the calculation result exceeds 1), multiplied by the number of the Allotted Shares held by the Eligible Person at that time (provided that a fraction of less than 1 share will be rounded down).
  2. Acquisition by the Company without Compensation
    The Company shall, by rights, acquire the Allotted Shares without compensation for which transfer restriction has not been lifted at the time of expiration of the transfer restriction period and predetermined the time specified in the Allotment Agreement.
  3. Management of Shares
    The Allotted Shares shall be managed in dedicated accounts opened by the Eligible Person at Daiwa Securities Co., Ltd. during the restricted transfer period so that they may not be transferred, secured or otherwise disposed of during the restricted transfer period.
  4. Treatment upon Reorganization, etc.
    In the event that a proposal for a merger agreement in which the Company would be the merged company, or a share exchange agreement or share transfer plan in which the Company would become a wholly owned subsidiary of another company, or other matters concerning reorganization, etc., has been approved at a general meeting of shareholders of the Company (or by the Company's Board of
    Directors if approval for said reorganization, etc., at the general meeting of shareholders is not required) during the transfer restriction period, the relevant transfer restriction on all of the Allotted Shares held at that time will be lifted, based on the resolution of the Board of Directors, as of the immediately preceding business day of the effective date of the reorganization, etc.

3. Basis of Calculation and Specific Details of Payment Amount

The Disposal of Treasury Stock shall be implemented by using monetary remuneration receivables provided to allottees based on the Plan, as property contributed in kind. To eliminate any arbitrariness in the disposal price, the closing price for common stock of the Company on June 24, 2022 (the business day immediately preceding

the date of resolution by the Board of Directors) on Tokyo Stock Exchange of 3,065 yen is used as the disposal price. In cases where there are no special circumstances indicating that the latest share price of the Company may not be relied on, this price is deemed to be rational as it appropriately reflects the Company's corporate value and not to be particularly favorable to Eligible Officers because it is the share price on the market on the day immediately preceding the date of resolution by the Board of Directors. Directors of the Company shall contribute all monetary remuneration receivables provided by the Company as properties contributed in kind and shall receive the Company's common stock that shall be issued or disposed of.

Notice:

1. The official version of this announcement was published in Japanese. An unofficial English translation is provided for the convenience of overseas investors. For any discrepancies between the Japanese and English versions, the Japanese version shall prevail.

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Disclaimer

Enplas Corporation published this content on 27 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 June 2022 06:55:02 UTC.