Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
81,700 shares of the Company’s common stock (43,900 shares for 5 directors excluding outside directors and 37,800 shares for 9 executive officers who do not concurrently serve as directors)
The lower thin line represents the existing number of shares to which these shares will be added.
¥46,487,300
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 | 81,700 shares of the Company’s common stock (43,900 shares for 5 directors excluding outside directors and 37,800 shares for 9 executive officers who do not concurrently serve as directors) |
| Issue price and disposal price | ¥569 per share |
| Total issue value | ¥46,487,300 |
| Amount of funds to be raised | Total payment amount: ¥46,487,300. Estimated net proceeds: not disclosed |
| Payment date | 22 July 2026 |
| Intended allottee | [{"category":"Directors excluding outside directors","number_of_recipients":5,"number_of_shares":"43,900 shares"},{"category":"Executive officers who do not concurrently serve as directors","number_of_recipients":9,"number_of_shares":"37,800 shares"}] |
| Intended allottee's holding policy | During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares in any way. |
| Basis for determining the amount to be paid | The closing price of the Company’s common stock on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥569. No discount or premium rate was stated. |
| Transfer restriction period | 22 July 2026 to 21 July 2056 (30 years) |
| Conditions for lifting transfer restrictions | Upon expiration of the transfer restriction period, the restrictions will be lifted if the eligible directors and other recipients have continuously held a specified position at the Company or one of its subsidiaries throughout the period. If an individual leaves office or employment during the period due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for a reasonably adjusted number of shares based on the period in office or employment. In the event of a corporate reorganization or similar event, the restrictions will likewise be lifted for a reasonably adjusted number of shares based on the period in office or employment. |
| Reason for acquisition without consideration | If any shares remain subject to transfer restrictions because the restrictions are not lifted following a departure from office or employment without a legitimate reason, because of a corporate reorganization or similar event, or because of a violation of laws or regulations, the Company’s or a subsidiary’s internal rules, or a material provision of the allocation agreement, the Company will acquire those shares without consideration. |
| Categories and Number of Persons Covered | 5 directors excluding outside directors: 43,900 shares; 9 executive officers who do not concurrently serve as directors: 37,800 shares |
| Total Stock-Based Compensation | Total monetary compensation receivables: ¥46,487,300 |
| Procedures under the Corporate Code of Conduct | At the 76th Annual General Meeting of Shareholders held on 24 June 2020, approval was obtained for the payment of monetary compensation receivables of up to ¥50 million per year and a transfer restriction period of 30 years. |
| Impact on Business Performance | No impact on business performance was stated |
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 clarify the linkage between directors’ compensation and the value of the Company’s shares, provide incentives to contribute to improved performance over the medium to long term and increased corporate value, and promote value sharing with shareholders. The measure is also intended to further enhance the motivation of the eligible directors and other recipients.