Enplas : Notice Concerning Disposal of Treasury Stock as Restricted Stock Remuneration

June 23, 2023

Company name: Enplas Corporation

Representative: Daisuke Yokota, President

Code No.: 6961, TSE Prime

Inquiries: Shoji Miyasaka, Managing Executive Office

Tel: [phone]

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 23, 2023, 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

（1）Disposal date	July 14, 2023
（2）Class and number of shares to be	6,800 shares of common stock of the Company
disposed of
（3）Disposal price	6,000 yen per share
（4）Total value of Disposal	40,800,000yen
（5）Grantees of shares and number	Directors of the Board of the Company *1: 3 Directors, 2,300 shares
thereof; number of shares to be	Executive Officers of the Company: 3 Executive Officers, 1,900 shares
allotted	Other Employees: 9 Employees, 2,300 shares
	Directors of Subsidiaries of the Company: 1 Director, 300 shares
	*1 Excluding Directors who are Audit Committee Directors and
	Outside Directors
（6）Other	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 the 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") for 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 interests with shareholders. At the 60th Annual Meeting of Shareholders held on June 23, 2021, the Company acquired approval to provide monetary remuneration claims outside the existing monetary remuneration framework within a limit of 30 million yen per year to the Applicable Directors. These monetary claims may be exchanged for restricted stock granted under the System. The Company also acquired approval to conclude share

allotment agreements with the Applicable Directors containing restrictions on transfer of the Company's common shares (hereinafter referred to as the "Allotment Agreements").

The outline of the System is as follows.

Outline of the System

Under the System, the Applicable Directors shall pay to the Company all the monetary remuneration claims provided by the Company and shall, in return, receive the Company's common shares issued or disposed of by the Company. The total number of common shares to be issued or disposed of by the Company under the System (hereinafter referred to as the "Shares") shall be 7,500 or fewer per year. The amount to be paid- in per Share shall be decided by the Board of Directors and shall be an amount that 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 shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution of the Board of Directors (or, if no transactions occur on such 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 an Allotment Agreement containing the following terms 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 on 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 at the meeting the Board of Directors held today to grant restricted stock to Executive Officers, other employees, and a Director of a subsidiary of the Company as follows.

The Company resolved at the meeting of the Board of Directors held today to grant monetary remuneration claims in a total amount of 40,800,000 yen (the amount of monetary remuneration receivables to be exchanged for one Share is 6,000 yen) and consequently dispose of 6,800 Shares (hereinafter referred to as the "Allotted Shares") to three Directors, three Executive Officers, nine other employees, and one Director of a subsidiary of the Company (hereinafter referred to as the "Eligible Persons"), 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 will conclude an Allotment Agreement with each Eligible Person individually. The outline of the Allotment Agreements is as follows.

1. Transfer Restriction Period
   The Eligible Person may not transfer, create a security interest on or otherwise dispose of the Allotted Shares during the period from July 14, 2023 (date of payment) to the date on which the Eligible Person ceases to hold his position as either an officer or employee of the Company or its subsidiaries.
2. Conditions for Lifting Transfer Restriction

The restrictions on the transfer of the Allotted Shares shall be lifted at the expiration of the transfer restriction period, provided that the Eligible Person continuously holds any position as an officer or employee of the Company or its subsidiaries from July 14, 2023 (date of payment) until the conclusion of the Annual Meeting of Shareholders for the fiscal year ending March 2024 (if the Eligible Person is an Executive Officer, the period is from July 1, 2023 to the end of June 2024. If the Eligible Person is an employee (other than an Executive Officer), the period is from April 1, 2023 to the end of March 2024. 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 due to 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. In such case, the number of Shares for which transfer restrictions is lifted shall be calculated as follows: the number of months from July 2023 (if the Eligible Person is an employee (other than 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 one share will be rounded down).

1. Acquisition by the Company without Compensation
   The Company shall, by right, acquire without compensation the Allotted Shares for which transfer restrictions have not been lifted at the time of expiration of the transfer restriction period or other predetermined time specified in the Allotment Agreement.
2. Management of Shares
   The Allotted Shares shall be managed during the restricted transfer period in dedicated accounts opened by the Eligible Person at Daiwa Securities Co., Ltd. so that they may not be transferred, secured or otherwise disposed of during the transfer restriction period.
3. 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 restrictions 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 business day immediately preceding 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 System, as property contributed in kind. To eliminate any arbitrariness in the Disposal price, the closing price for common stock of the Company on June 22, 2023 (the business day immediately preceding the date of resolution by the Board of Directors) on the Tokyo Stock Exchange of 6,000 yen is used as the Disposal price. As there are no special circumstances suggesting that the latest share price of the Company

should not be relied on, this price is deemed to be rational as it appropriately reflects the Company's corporate value and is not particularly favorable to Eligible Persons due to being 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 property contributed in kind and shall receive the Company's common stock.

Notice:

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