Worth reading
48Recurring
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
23200
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights as equity compensation stock options
Who receives how much
Up to 23,200 shares of the Company’s common stock (up to 232 stock acquisition rights, with 100 shares per right)
5 directors, up to 232 stock acquisition rights
The lower thin line represents the existing number of shares to which these shares will be added.
The accounting fair value on the allotment date (no cash payment is required in exchange for the stock acquisition rights)
Amount of funds to be raised
Total amount to be paid: not applicable (no cash payment is required in exchange for the stock acquisition rights); estimated net proceeds: not applicable
Total Stock-Based Compensation
Directors’ compensation equivalent to the accounting fair value on the allotment date. The amount of monetary compensation claims and the annual compensation limit are not disclosed.
Specific use of funds
Not applicable (the stock acquisition rights are issued for compensation purposes, and no cash payment to the Company is required)
Terms of the stock acquisition rights
Exercise price
¥1 per share. Adjustment provisions apply in the event of a stock split or reverse stock split. The floor for adjustments is not disclosed.
Exercise period
From 10 June 2027 to 9 June 2042
Number of Stock Acquisition Rights
Total number to be issued: up to 232; outstanding unexercised rights: not disclosed
Reason for acquisition without consideration
The stock acquisition rights will lapse after the exercise period expires or 5 years have passed from the retirement date. The Company may acquire and cancel the rights without consideration in cases including a serious violation of laws or internal rules, a sentence of imprisonment or more severe punishment, assuming a position at a competing company without permission, the death of a successor to the rights, an offer to waive all rights, or a resolution by the Board of Directors to acquire the rights.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
During their tenure, holders must be serving as a director or senior executive officer of the Company at the time of exercise. After retirement, the rights may be exercised only within 5 years from the retirement date.
Conditions for lifting transfer restrictions
The holder must be serving as a director or senior executive officer of the Company at the time of exercise. However, the rights may be exercised within 5 years after retirement. Performance and share price conditions are not disclosed.
Stock Split RatioNot disclosed (only adjustment provisions for the number of shares and exercise price in the event of a stock split or reverse stock split are stated)
Categories and Number of Persons Covered
5 directors, up to 232 stock acquisition rights (representing 23,200 shares)
Intended allottee's holding policy
The holders of the stock acquisition rights and their successors may not transfer or pledge the stock acquisition rights as collateral.
Basis for determining the amount to be paid
The issue price of the stock acquisition rights will be the accounting fair value on the allotment date. The specific reference share price, valuation period, and discount or premium rate are not disclosed.
Procedures under the Corporate Code of Conduct
Resolved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. The obtaining of an opinion from an independent third party and confirmation of shareholders’ intentions are not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of stock acquisition rights as equity compensation stock options |
| Number of shares to be issued or disposed of | Up to 23,200 shares of the Company’s common stock (up to 232 stock acquisition rights, with 100 shares per right) |
| Issue price and disposal price | The accounting fair value on the allotment date (no cash payment is required in exchange for the stock acquisition rights) |
| Amount of funds to be raised | Total amount to be paid: not applicable (no cash payment is required in exchange for the stock acquisition rights); estimated net proceeds: not applicable |
| Specific use of funds | Not applicable (the stock acquisition rights are issued for compensation purposes, and no cash payment to the Company is required) |
| Intended allottee | 5 directors, up to 232 stock acquisition rights |
| Intended allottee's holding policy | The holders of the stock acquisition rights and their successors may not transfer or pledge the stock acquisition rights as collateral. |
| Basis for determining the amount to be paid | The issue price of the stock acquisition rights will be the accounting fair value on the allotment date. The specific reference share price, valuation period, and discount or premium rate are not disclosed. |
| Exercise price | ¥1 per share. Adjustment provisions apply in the event of a stock split or reverse stock split. The floor for adjustments is not disclosed. |
| Exercise period | From 10 June 2027 to 9 June 2042 |
| Number of Stock Acquisition Rights | Total number to be issued: up to 232; outstanding unexercised rights: not disclosed |
| Transfer restriction period | During their tenure, holders must be serving as a director or senior executive officer of the Company at the time of exercise. After retirement, the rights may be exercised only within 5 years from the retirement date. |
| Conditions for lifting transfer restrictions | The holder must be serving as a director or senior executive officer of the Company at the time of exercise. However, the rights may be exercised within 5 years after retirement. Performance and share price conditions are not disclosed. |
| Reason for acquisition without consideration | The stock acquisition rights will lapse after the exercise period expires or 5 years have passed from the retirement date. The Company may acquire and cancel the rights without consideration in cases including a serious violation of laws or internal rules, a sentence of imprisonment or more severe punishment, assuming a position at a competing company without permission, the death of a successor to the rights, an offer to waive all rights, or a resolution by the Board of Directors to acquire the rights. |
| Categories and Number of Persons Covered | 5 directors, up to 232 stock acquisition rights (representing 23,200 shares) |
| Total Stock-Based Compensation | Directors’ compensation equivalent to the accounting fair value on the allotment date. The amount of monetary compensation claims and the annual compensation limit are not disclosed. |
| Stock Split Ratio | Not disclosed (only adjustment provisions for the number of shares and exercise price in the event of a stock split or reverse stock split are stated) |
| Procedures under the Corporate Code of Conduct | Resolved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. The obtaining of an opinion from an independent third party and confirmation of shareholders’ intentions are not disclosed. |
Items this document does not state (10)
Total issue valueEstimated issuance expensesPayment dateDilution RateTotal number of issued sharesUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offeringImpact on Business Performance
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To strengthen the linkage between directors’ compensation and the Company’s performance and share price, and to motivate and encourage directors to improve performance and increase corporate value over the medium to long term by sharing with shareholders not only the benefits of a rising share price but also the risks of a decline.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.