Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
320,000 common shares of the company (treasury 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.
¥467,200,000
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 | 320,000 common shares of the company (treasury shares) |
| Issue price and disposal price | ¥1,460 per share |
| Total issue value | ¥467,200,000 |
| Payment date | 17 April 2026 |
| Intended allottee | Category 4 directors of the company (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 260,000 shares, Category 4 executive officers of the Company / Number of Shares 40,000 shares, Category 54 of the Company's employees / Number of Shares 18,500 shares, Category 2 directors of subsidiaries of the Company / Number of Shares 1,500 shares |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. They will be held and maintained in accounts opened with SMBC Nikko Securities until the transfer restrictions are lifted. |
| Basis for determining the amount to be paid | The closing price of the company’s common shares on the Tokyo Stock Exchange on 1 April 2026, ¥1,460. No discount or premium applies. |
| Transfer restriction period | Restricted Stock I: from 17 April 2026 to 16 April 2056 (30 years); Restricted Stock II and III: from 17 April 2026 to 16 April 2029 (3 years) |
| Conditions for lifting transfer restrictions | For Restricted Stock I, the relevant recipients must continuously hold the position of director or executive officer of the company until the end of their term. For Restricted Stock II, the relevant recipients must continuously hold the position of director of the company or one of its subsidiaries throughout the period. For Restricted Stock III, the relevant recipients must continuously remain employees of the company throughout the period. In the event of retirement or resignation for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office or employment. |
| Reason for acquisition without consideration | If, during the transfer restriction period, a relevant director or executive officer resigns from the applicable position without a valid reason, a relevant director resigns from the applicable directorship, or a relevant employee leaves the company. If any shares remain subject to restrictions when the transfer restriction period expires. If any shares remain subject to restrictions and are not released in connection with a corporate reorganization or similar event. |
| Categories and Number of Persons Covered | 4 directors of the company (excluding directors who are Audit & Supervisory Committee members) — 260,000 shares; 4 executive officers of the company — 40,000 shares; 54 employees of the company — 18,500 shares; 2 directors of the company’s subsidiaries — 1,500 shares |
| Total Stock-Based Compensation | Total monetary compensation claims of ¥467,200,000. The annual compensation limit for directors (excluding directors who are Audit & Supervisory Committee members) is ¥2 billion, and the annual limit for directors who are Audit & Supervisory Committee members is ¥60 million. |
| Procedures under the Corporate Code of Conduct | The company will file an extraordinary report under the Financial Instruments and Exchange Act. Shareholder approval has already been obtained for the restricted stock compensation plan and the applicable compensation limits. |
| Impact on Business Performance | No impact on business performance stated |
Items this document does not state (13)
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 an incentive for the sustained enhancement of corporate value, share the benefits and risks of share price fluctuations with shareholders, and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.