Komori
Share Issuance and Disposal4012AXIS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 1,500 treasury shares as restricted stock compensation for 3 directors. The recipients will be prohibited from transferring the shares for a specified period, and the transfer restrictions will be released if conditions such as remaining in office or employment are met.

Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,500Shares

1,500 treasury shares

3 directors of the Company (excluding outside directors)1,500 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,496 per share
Total issue value

¥2,244,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥2,244,000. The total amount of compensation claims is capped at ¥30 million per year, and the total number of shares allotted in each fiscal year is capped at 20,000 shares.
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
From 23 April 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company from the commencement date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held thereafter. In the event of departure from office or employment for a valid reason, part of the transfer restrictions will be released in proportion to the period of service.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders held thereafter, the recipient ceases to hold any position as a director, executive officer or employee of the Company without a valid reason. If there are shares for which the transfer restrictions are not released because the conditions for release have not been met. On the business day preceding the effective date of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors; 1,500 shares
Payment date
23 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,496. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 34th Annual General Meeting of Shareholders held on 25 March 2025, approval was obtained for the introduction of the restricted stock compensation plan, the caps on the total amount of compensation claims and the number of shares, and the transfer restriction period, among other matters.
Impact on Business Performance
No impact on financial results from this disposition of treasury shares is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of1,500 treasury shares
Issue price and disposal price¥1,496 per share
Total issue value¥2,244,000
Payment date23 April 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 1,500 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,496. No discount or premium applies.
Transfer restriction periodFrom 23 April 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company from the commencement date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held thereafter. In the event of departure from office or employment for a valid reason, part of the transfer restrictions will be released in proportion to the period of service.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders held thereafter, the recipient ceases to hold any position as a director, executive officer or employee of the Company without a valid reason. If there are shares for which the transfer restrictions are not released because the conditions for release have not been met. On the business day preceding the effective date of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors; 1,500 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥2,244,000. The total amount of compensation claims is capped at ¥30 million per year, and the total number of shares allotted in each fiscal year is capped at 20,000 shares.
Procedures under the Corporate Code of ConductAt the 34th Annual General Meeting of Shareholders held on 25 March 2025, approval was obtained for the introduction of the restricted stock compensation plan, the caps on the total amount of compensation claims and the number of shares, and the transfer restriction period, among other matters.
Impact on Business PerformanceNo impact on financial results from this disposition of treasury shares is stated.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | AXIS CO.,LTD. (4012) timely disclosure | Komori