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Share Issuance and Disposal2914JAPAN TOBACCO INC.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation and Performance Share Units

Japan Tobacco resolved to dispose of 115,927 treasury shares as restricted stock compensation for directors and executive officers and as performance-linked performance share units. The payment date is 29 June 2026.

Worth reading
46Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
115927
Shares (treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance share units

Who receives how much

115,927 shares of the Company's common stock (97,000 shares as restricted stock compensation and 18,927 shares as performance share units)

Restricted stock compensation: 3 directors who also serve as executive officers of the Company62,900 shares
Restricted stock compensation: 9 executive officers of the Company34,100 shares
Performance share units: 1 director of the Company9,224 shares
Performance share units: 1 director who also serves as an executive officer of the Company2,925 shares
Performance share units: 9 executive officers of the Company6,778 shares

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.

¥6,025 per share
Total issue value

¥698,460,175

Total Stock-Based Compensation
Restricted stock compensation: ¥584,425,000 in monetary compensation receivables. Performance share units: ¥114,035,175 in monetary compensation receivables. The previously approved compensation framework is capped at ¥600 million per year, among other limits.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares only)

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.

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
30 years (29 June 2026 to 28 June 2056)
Conditions for lifting transfer restrictions
Even during the restriction period, all restrictions on the shares held will be lifted if the recipient loses all positions as a director, audit & supervisory board member or executive officer of the Company for a reason other than dismissal. In the event of a reorganisation or similar transaction, the restrictions may be lifted before the effective date by resolution of the Board of Directors.
Reason for acquisition without consideration
If, during the restriction period, a recipient falls under a violation of laws or regulations or any other event prescribed by the Company's Board of Directors, the Company may automatically acquire all of the shares without consideration.
Categories and Number of Persons Covered
Category Directors who also serve as executive officers of the Company / Number of Employees 3 people (restricted stock compensation), 1 person (performance share units) / Number of allocated shares 62,900 shares, 2,925 shares, Category The Company's executive officers / Number of Employees 9 people (each scheme) / Number of allocated shares 34,100 shares, 6,778 shares, Category The Company's directors / Number of Employees 1 person (performance share units) / Number of allocated shares 9,224 shares
Intended allottee's holding policy
The restricted stock may not be transferred, pledged, used to create a transfer security interest, or otherwise disposed of in any way from 29 June 2026 through 28 June 2056.
Payment date
29 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 4 June 2026, ¥6,025. No discount or premium rate is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance share units
Number of shares to be issued or disposed of115,927 shares of the Company's common stock (97,000 shares as restricted stock compensation and 18,927 shares as performance share units)
Issue price and disposal price¥6,025 per share
Total issue value¥698,460,175
Payment date29 June 2026
Intended allotteeCategory Restricted stock compensation: 3 directors who also serve as executive officers of the Company / Number of Shares 62,900 shares, Category Restricted stock compensation: 9 executive officers of the Company / Number of Shares 34,100 shares, Category Performance share units: 1 director of the Company / Number of Shares 9,224 shares, Category Performance share units: 1 director who also serves as an executive officer of the Company / Number of Shares 2,925 shares, Category Performance share units: 9 executive officers of the Company / Number of Shares 6,778 shares
Intended allottee's holding policyThe restricted stock may not be transferred, pledged, used to create a transfer security interest, or otherwise disposed of in any way from 29 June 2026 through 28 June 2056.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 4 June 2026, ¥6,025. No discount or premium rate is stated.
Transfer restriction period30 years (29 June 2026 to 28 June 2056)
Conditions for lifting transfer restrictionsEven during the restriction period, all restrictions on the shares held will be lifted if the recipient loses all positions as a director, audit & supervisory board member or executive officer of the Company for a reason other than dismissal. In the event of a reorganisation or similar transaction, the restrictions may be lifted before the effective date by resolution of the Board of Directors.
Reason for acquisition without considerationIf, during the restriction period, a recipient falls under a violation of laws or regulations or any other event prescribed by the Company's Board of Directors, the Company may automatically acquire all of the shares without consideration.
Categories and Number of Persons CoveredCategory Directors who also serve as executive officers of the Company / Number of Employees 3 people (restricted stock compensation), 1 person (performance share units) / Number of allocated shares 62,900 shares, 2,925 shares, Category The Company's executive officers / Number of Employees 9 people (each scheme) / Number of allocated shares 34,100 shares, 6,778 shares, Category The Company's directors / Number of Employees 1 person (performance share units) / Number of allocated shares 9,224 shares
Total Stock-Based CompensationRestricted stock compensation: ¥584,425,000 in monetary compensation receivables. Performance share units: ¥114,035,175 in monetary compensation receivables. The previously approved compensation framework is capped at ¥600 million per year, among other limits.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 initiatives aimed at enhancing corporate value over the medium to long term and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation and Performance Share Units | JAPAN TOBACCO INC. (2914) timely disclosure | Komori