Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation and performance-linked restricted stock compensation
35,393 common shares of the Company (8,993 shares as restricted stock compensation and 26,400 shares as performance-linked restricted stock compensation)
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥20,657,045
Not applicable (disposal of treasury shares)
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation and performance-linked restricted stock compensation |
| Number of shares to be issued or disposed of | 35,393 common shares of the Company (8,993 shares as restricted stock compensation and 26,400 shares as performance-linked restricted stock compensation) |
| Issue price and disposal price | Restricted stock compensation: ¥565 per share; performance-linked restricted stock compensation: ¥590 per share |
| Total issue value | ¥20,657,045 |
| Amount of funds to be raised | Total payment amount: ¥20,657,045; estimated net proceeds: Not disclosed |
| Payment date | 24 July 2026 |
| Intended allottee | Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 8,993 shares / Compensation category Restricted Stock Compensation, Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 1 / Number of Shares 26,400 shares / Compensation category Performance-Linked Restricted Stock Compensation |
| Intended allottee's holding policy | The eligible directors must hold and maintain the allocated shares in designated accounts until the transfer restrictions are lifted. During the transfer restriction period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any way. |
| Dilution Rate | Not applicable (disposal of treasury shares) |
| Basis for determining the amount to be paid | The price for the restricted stock compensation is ¥565, the closing price on the business day immediately preceding the date of the Board of Directors' resolution, 25 June 2026. The price for the performance-linked restricted stock compensation is ¥590, the simple average closing price for the one-month period through the immediately preceding business day, from 26 May 2026 to 25 June 2026, rounded down to the nearest yen. |
| Transfer restriction period | From 24 July 2026 until the date on which the eligible director ceases to be a director of the Company |
| Conditions for lifting transfer restrictions | For the restricted stock compensation, all transfer restrictions will be lifted provided that the eligible director remains a director through the first annual general meeting of shareholders to be held thereafter. In the event of retirement for a valid reason, the restrictions will be lifted in proportion to the director's period of service. For the performance-linked restricted stock compensation, all transfer restrictions will be lifted upon expiration of the restriction period. |
| Reason for acquisition without consideration | For the restricted stock compensation, the Company will acquire the shares without consideration if the eligible director retires before the specified annual general meeting of shareholders, except where the Board of Directors recognizes a valid reason, or if the transfer restrictions have not been lifted upon expiration of the restriction period. For the performance-linked restricted stock compensation, the Company will acquire the shares without consideration if the eligible director retires for any reason other than expiration of the term of office or another reason recognized as valid by the Board of Directors, or if the transfer restrictions have not been lifted upon expiration of the restriction period. |
| Categories and Number of Persons Covered | 3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors. Restricted stock compensation: 2 directors and 8,993 shares; performance-linked restricted stock compensation: 1 director and 26,400 shares. |
| Total Stock-Based Compensation | Restricted stock compensation: ¥5,081,045 in monetary compensation claims; performance-linked restricted stock compensation: ¥15,576,000 in monetary compensation claims. The annual compensation limits are ¥5,500,000 or less for restricted stock compensation and ¥30,500,000 or less for performance-linked restricted stock compensation. |
| Procedures under the Corporate Code of Conduct | Approval for the introduction of this plan and the compensation limits and other matters was obtained at the 30th Annual General Meeting of Shareholders held on 28 June 2022. |
Items this document does not state (12)
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 further encourage the eligible directors to contribute to increases in the share price and enhancement of corporate value.