Hitachi, Ltd. - Issuance of New Shares based on Restricted Stock Compensation Plan and Restricted Stock Unit Plan
April 29, 2024 at 10:50 am EDT
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Tokyo - Hitachi, Ltd. (TSE: 6501, 'Hitachi' or the 'Company') announced that, pursuant to the decision made by the President in accordance with the authority delegated by the resolution of the Board of Directors, Hitachi decided to issue new shares based on restricted stock compensation plan (the 'Plan') and restricted stock unit (the 'RSU') plan to Executive Officers, Corporate Officers and Executives of group companies, as described below (the 'Issuance of New Shares').
Purpose and reasons for issuance
The Company will issue new shares under the Plan and RSU Plan. Please refer to the press release dated March 29, 2024 regarding the purpose and Outline of the Plans. 'Notice Regarding the Grant of Restricted Stock Compensation and Restricted Stock Units, and the Introduction of Restricted Stock Units Plan for Directors'
Basis of calculation of the issue price and details thereof
To eliminate arbitrariness of price, the issue price is 13,235 yen, the closing price per share for the Company's common stock on April 25, 2024 (preceding business day of the date upon the decision by the President regarding the Issuance of New Shares) in the Prime Market of the Tokyo Stock Exchange, Inc.
The deviation rate of this value from the simple average closing price of common stock of the Company in Tokyo Stock Exchange's Prime Market for one month (from March 26, 2024 to April 25, 2024) 13,832 yen (Rounded down to the nearest one yen, by simply averaging the closing prices, and the same applies to the followings) was ?4.51% (round to the second decimal place in calculating deviation rate, and the same applies to the followings), the simple average closing price for 3 months (from January 26, 2024 to April 25, 2024) 12,967 yen was 2.02%, and the simple average closing price for 6 months (from October 26, 2023 to April 25, 2024) 11,619 yen was 12.21%. The above price is the same as the market price immediately before the date of determination by the President, which is pursuant to the 'guidance on handling of stock increase by thirdparty allotment' by Japan Securities Dealers Association, and the Company considers it rational and not particularly favorable to the recipients
Basis of calculation of the issue price and details thereof
This issuance of new shares does not require 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 and Rule 440 of the Securities Listing Regulations of the Nagoya Stock Exchange, because (i) the dilution ratio is less than 25% and (ii) this issuance of new shares does not involve a change in controlling shareholder.
Cautionary Statement
Certain statements found in this document may constitute 'forward-looking statements' as defined in the U.S. Private Securities Litigation Reform Act of 1995. Such 'forward-looking statements' reflect management's current views with respect to certain future events and financial performance and include any statement that does not directly relate to any historical or current fact. Words such as 'anticipate,' 'believe,' 'expect,' 'estimate,' 'forecast,' 'intend,' 'plan,' 'project' and similar expressions which indicate future events and trends may identify 'forwardlooking statements.' Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from those projected or implied in the 'forwardlooking statements' and from historical trends. Certain 'forward-looking statements' are based upon current assumptions of future events which may not prove to be accurate. Undue reliance should not be placed on 'forwardlooking statements,' as such statements speak only as of the date of this report.
Hitachi specializes in manufacturing and marketing of electronic and industrial equipments. Net sales (including intragroup) break down by family of products and services as follows:
- social infrastructure and industrial systems (24.7%): elevators, escalators, industrial facilities, railway systems, power generation units, etc. The group also provides engineering and construction of nuclear, hydroelectric, and thermal power plants services;
- information and telecommunications products and services (20.1%): systems integration, cloud computing, software, servers, hard disks, PCs, ATMs, data communication base stations, payment terminals, etc.;
- materials and components (16.6%): semi-conductor materials, printed circuit cards, cables, copper and forged steel products, magnetic materials, organic and inorganic chemical products, etc.;
- construction equipment (10%) : hydraulic excavators, wheel loaders, mining equipment, etc.;
- automotive systems (9.4%): powertrain systems, control systems, etc.;
- electronic products (9.2%): fiber-optic components, screen tubes, testing and measurement equipment, medical equipment, equipment for manufacturing semiconductors, etc.;
- household appliances (4.7%): heating and air conditioning equipments, refrigerators, washing machines, etc.;
- other (5.3%): mainly transport, financial and logistical services.
Net sales are distributed geographically as follows: Japan (49.2%), Asia (21.3%), North America (12.7%), Europe (10.8%) and other (6%).
HITACHI, LTD. 
