Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
1,394 shares of the Company’s common stock (treasury shares)
The lower thin line represents the existing number of shares to which these shares will be added.
Total payment amount: ¥5,499,330 (estimated net proceeds: Not disclosed)
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 |
| Number of shares to be issued or disposed of | 1,394 shares of the Company’s common stock (treasury shares) |
| Issue price and disposal price | ¥3,945 per share |
| Amount of funds to be raised | Total payment amount: ¥5,499,330 (estimated net proceeds: Not disclosed) |
| Payment date | 23 July 2026 |
| Intended allottee | Name 4 of the Company's directors, excluding outside directors / Number of Shares 1,394 shares |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account. |
| Basis for determining the amount to be paid | The closing price of the Company’s common stock on the Tokyo Stock Exchange Standard Market on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,945. The Company determined that this did not constitute a particularly favorable price. |
| Transfer restriction period | From 23 July 2026 until immediately after the eligible director ceases to hold the position of director of the Company or one of its subsidiaries |
| Conditions for lifting transfer restrictions | The eligible director must continuously hold the position of director of the Company or one of its subsidiaries throughout the service provision period, from the date on which duties commence until immediately before the conclusion of the first annual general meeting of shareholders thereafter. If the director ceases to hold office due to the expiration of the term of office or another legitimate reason, the restrictions will be lifted in proportion to the number of months in office. |
| Reason for acquisition without consideration | If an eligible director engages in a violation of laws or regulations or falls under any other specified event set forth in the allocation agreement during the transfer restriction period, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration or removal of the transfer restriction period. |
| Categories and Number of Persons Covered | 4 directors of the Company, excluding outside directors; 1,394 shares |
| Total Stock-Based Compensation | Total monetary compensation claims: ¥5,499,330. The annual compensation framework is capped at ¥34 million. |
| Procedures under the Corporate Code of Conduct | At the annual general meetings of shareholders held on 24 June 2021 and 27 June 2025, approval was obtained for the system and revisions to the total compensation amount and number of shares. The disposal was resolved by the Board of Directors following consultation with the Compensation Committee. |
Items this document does not state (14)
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 provide the eligible directors with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The measure is also intended to further increase the motivation of each eligible director.