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    6594   JP3734800000

NIDEC CORPORATION

(6594)
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Nidec : Notice Regarding the Disposal of Treasury Stock through Third-Party Allotment in Line with the Continuation of the Performance Share Plan

07/21/2021 | 03:59am EDT

FOR IMMEDIATE RELEASE

Nidec Corporation

Tokyo Stock Exchange code: 6594

Contact:

Masahiro Nagayasu General Manager Investor Relations +81-75-935-6140ir@nidec.com

Released on July 21, 2021, in Kyoto, Japan

Notice Regarding the Disposal of Treasury Stock through Third-Party Allotment in Line with the Continuation of the Performance Share Plan

Nidec Corporation (TSE: 6594; OTC US: NJDCY) (the "Company") today announced that its Board of Directors has resolved to dispose treasury stock through third-party allotment (the "Disposal of Treasury Stock") at a meeting held on July 21, 2021.

1. Outline of the Disposal of Treasury Stock

1.

Date of Disposal

August 5, 2021

2.

Class and Total Number

325,100 shares of common stock

of Shares to be

A) Board Incentive Plan Trust Account:200,700 shares

Disposed of

B) Employee Stock Ownership Plan Trust Account:124,400 shares

3.

Disposal Value

12,690 yen per share

4.

Total Disposal Value

4,125,519,000 yen

5.

Disposal Recipient

A) The Master Trust Bank of Japan, Ltd.

(Board Incentive Plan Trust Account:76268)

B) The Master Trust Bank of Japan, Ltd.

(Employee Stock Ownership Plan Trust Account:76269)

6.

Other

The disposal of Treasury Shares shall be conducted subject to the

effectiveness of the registration statement submitted under the

Financial Instruments and Exchange Act.

2. Purpose of and Reason for the Disposal

The Company resolved to continue the "Board Incentive Plan" Trust (the "BIP" Trust) for Directors (excluding Outside Directors and those who are Audit and Supervisory Committee Members), Executive Officers, and individuals who have the equivalent status (the "Directors, etc.") of the Company, and Directors (excluding Outside Directors) and Executive officers of the Affiliate Company (the "Affiliate Directors, etc.", "Directors, etc. covered by the BIP" along with the Company's Directors, etc.) and the "Employee Stock Ownership Plan" Trust (the "ESOP" Trust) for Executives in the Company and overseas (the "Executives"), both of which has been adopted in 2018.

The Disposal of Treasury Stock shall be carried out in the form of disposal of treasury stock through third-party allotment to The Master Trust Bank of Japan, Ltd. (Board Incentive Plan Trust

1 / 3

Account:76268) , the co-trustee under the BIP trust agreement concluded between the Company and Mitsubishi UFJ Trust and Banking Corporation, and to The Master Trust Bank of Japan, Ltd. (Employee Stock Ownership Plan Trust Account:76269), the co-trusteeunder the ESOP trust agreement concluded between the same parties.

The number of shares to be disposed of shall be the number of shares expected to be delivered to Directors, etc. covered by the BIP and the Executives covered by the ESOP during the trust period pursuant to the Policies on the BIP and the ESOP, and its dilution shall be limited in scale to 0.05% (rounded off to two decimal places) of the total number of shares outstanding, which, in terms of voting rights, corresponds to 0.06% (rounded off to two decimal places) of the total number of voting rights at 5,853,201, as of March 31, 2021.

As the shares of the Company allotted through the Disposal of Treasury Stock shall be delivered to Directors, etc. covered by the BIP and the Executives covered by the ESOP pursuant to the Policies on the BIP and the ESOP, we believe that its impact on secondary market shall be insignificant, and that the number of shares disposed of, as well as its scale of dilution shall be within a reasonable range.

Outline of the BIP Trust Agreement

1.

Type of Trust

Monetary trust other than an individually operated designated

money trust (third-party benefit trust)

2.

Purpose of Trust

Provide Directors, etc. covered by the BIP with incentives

3.

Trustor

The Company

4.

Trustee

Mitsubishi UFJ Trust and Banking Corporation

(Co-trustee: The Master Trust Bank of Japan, Ltd.)

5.

Beneficiaries

Directors, etc. covered by the BIP who meet the beneficiary

requirements

6.

Trust administrator

A third person who has no conflict of interest with the

Company and the Affiliate Company(Certified public

accountant)

7.

Date of trust agreement

July 26, 2018

8.

Trust term

July 26, 2018 to August 31, 2021(tentative)

(scheduled to be extended until August 31, 2024 through

revision of a trust agreement in July, 2021)

9.

Exercise of voting rights

No voting rights will be exercised

Outline of the ESOP Trust Agreement

1.

Type of Trust

Monetary trust other than an individually operated designated

money trust (third-party benefit trust)

2.

Purpose of Trust

Provide the Executives with incentives

3.

Trustor

The Company

4.

Trustee

Mitsubishi UFJ Trust and Banking Corporation

(Co-trustee: The Master Trust Bank of Japan, Ltd.)

5.

Beneficiaries

The Executives covered by the ESOP, who meet the

beneficiary requirements

6.

Trust administrator

A third person who has no conflict of interest with the

Company and the Affiliate Company (Certified public

accountant)

7.

Date of trust agreement

July 26, 2018

2 / 3

8. Trust term

July 26, 2018 to August 31, 2021 (tentative)

(scheduled to be extended until August 31, 2024 through

revision of a trust agreement in July, 2021)

9. Exercise of voting rights

No voting rights will be exercised

3. Basis for and Details of the Calculation of Disposal Value

To eliminate arbitrariness in determining disposal value, the Company has taken recent trends in its stock price into consideration and has set the disposal value at 12,690 yen per share, the closing price announced by Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") on July 20, 2021, the business day immediately prior to the date on which the resolution with regard to the disposal of treasury stock was passed by the Board of Directors. The Company's reason for adopting the closing price announced on that date is that the market price announced immediately prior to the Board of Directors' decision serves as an objective and reasonable indicator that provides a fair basis for the calculation of disposal value.

In addition, the Company's Audit and Supervisory Committee (comprising five members, three of whom are Outside Directors), concluded that said disposal value was reasonably and legally calculated and does not constitute a value arbitrarily determined in favor of the Company.

4. Procedures under the Code of Corporate Conduct

The Disposal of Treasury Stock will result in only a minor dilution of shares, well below the prescribed level of 25%, while producing no changes in the holdings of controlling shareholders. Therefore, third-party opinions and the confirmation of the shareholders' consensus, which would otherwise be mandated based on Article 432 of the Tokyo Stock Exchange's Securities Listing Regulations, are not required.

-###-

NIDEC CORPORATION

CORPORATE OFFICE: 338 KUZETONOSHIRO-CHO,MINAMI-KU, KYOTO 601-8205 JAPAN

PHONE: KYOTO +81-75-935-6140 FAX: +81-75-935-6141

URL: http://www.nidec.com/en /

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Disclaimer

Nidec Corporation published this content on 21 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 July 2021 07:58:10 UTC.


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