Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
201,300 common shares (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.
Total payment amount: ¥567,565,350 (estimated net proceeds: Not disclosed)
The total number of issued shares will not increase because this is a disposal of treasury shares.
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 | 201,300 common shares (treasury shares) |
| Issue price and disposal price | ¥2,819.5 per share |
| Amount of funds to be raised | Total payment amount: ¥567,565,350 (estimated net proceeds: Not disclosed) |
| Payment date | 23 July 2026 |
| Intended allottee | Name 2 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 58,500 shares, Name 15 executive officers (excluding those concurrently serving as directors) / Number of Shares 100,500 shares, Name 60 organizational heads / Number of Shares 42,300 shares |
| Intended allottee's holding policy | During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner. |
| Total number of issued shares | The total number of issued shares will not increase because this is a disposal of treasury shares. |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,819.5. Discount/premium rate: Not disclosed |
| Transfer restriction period | Long-term share compensation: 23 July 2026 to 22 July 2056 (30 years); medium-term performance-linked share compensation: for directors and executive officers covered by the plan, 23 July 2026 to 1 August 2029, and for organizational heads, 23 July 2026 to 1 December 2029 |
| Conditions for lifting transfer restrictions | For long-term share compensation, the recipient must continuously remain a covered director or an executive officer who does not concurrently serve as a director during the transfer restriction period. For medium-term performance-linked share compensation, in addition to this condition, a 0% to 100% release rate will be applied based on the level of achievement of performance targets including revenue, overseas revenue CAGR, EBITDA, ROE and relative TSR. Relative TSR does not apply to organizational heads. |
| Reason for acquisition without consideration | At the end of the transfer restriction period or when the transfer restrictions are lifted, the Company will acquire for no consideration any of the allocated shares for which the transfer restrictions remain in place. |
| Categories and Number of Persons Covered | 2 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors, 58,500 shares; 15 executive officers, excluding those concurrently serving as directors, 100,500 shares; and 60 heads of organizational units, 42,300 shares |
| Total Stock-Based Compensation | Total monetary compensation claims: ¥567,565,350 (¥206,387,400 for long-term share compensation and ¥361,177,950 for medium-term performance-linked share compensation) |
| Procedures under the Corporate Code of Conduct | Deliberated by the Compensation Advisory Committee. Approval of the compensation amounts, share number limits and other matters was obtained at the 2018 and 2025 Annual General Meetings of Shareholders. |
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 medium- to long-term incentives, promote the sharing of shareholder value and further enhance the motivation of each recipient under the restricted stock compensation plan.