Worth reading
51Recurring
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance or disposal of common shares as restricted stock compensation (through either the free-of-charge issuance method or the in-kind contribution method)
Who receives how much
Up to 5 million shares per year (of which up to 1 million shares per year may be allocated to outside directors)
8 eligible directors (of whom 2 are outside directors). The specific allocation will be determined by the Board of Directors.
The lower thin line represents the existing number of shares to which these shares will be added.
Under the free-of-charge issuance method, no payment is required. Under the in-kind contribution method, the Board of Directors will determine the amount based on the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding each Board of Directors resolution date.
Amount of funds to be raised
Under the free-of-charge issuance method, no monetary payment is required. Under the in-kind contribution method, the shares will be issued in exchange for in-kind contributions of monetary compensation receivables, so the actual amount of funds raised by the Company is not disclosed.
Total Stock-Based Compensation
Under the in-kind contribution method, up to ¥1 billion per year (of which up to ¥200 million per year may be allocated to outside directors)
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
A period of at least 3 years, as determined by the Board of Directors
Conditions for lifting transfer restrictions
Subject to conditions including the eligible director having continuously held the position of director of the Company throughout the transfer restriction period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement for a valid reason, the number of shares and the timing of the lifting of the restrictions will be reasonably adjusted.
Reason for acquisition without consideration
If an eligible director becomes subject to an event specified in the relevant allocation agreement, such as retiring for a reason other than one recognized as valid. This also applies if any shares remain subject to transfer restrictions at the expiration of the transfer restriction period.
Categories and Number of Persons Covered
8 eligible directors (of whom 2 are outside directors), up to 5 million shares per year (of which up to 1 million shares per year may be allocated to outside directors)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paid
The amount will be based on the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding each Board of Directors resolution date (or, if no trading takes place, the closing price on the most recent trading day). Under the in-kind contribution method, the Board of Directors will determine the amount within a range that is not particularly favorable to the eligible directors.
Procedures under the Corporate Code of Conduct
The proposal will be submitted to the 30th Annual General Meeting of Shareholders scheduled for 30 June 2026.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance or disposal of common shares as restricted stock compensation (through either the free-of-charge issuance method or the in-kind contribution method) |
| Number of shares to be issued or disposed of | Up to 5 million shares per year (of which up to 1 million shares per year may be allocated to outside directors) |
| Issue price and disposal price | Under the free-of-charge issuance method, no payment is required. Under the in-kind contribution method, the Board of Directors will determine the amount based on the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding each Board of Directors resolution date. |
| Amount of funds to be raised | Under the free-of-charge issuance method, no monetary payment is required. Under the in-kind contribution method, the shares will be issued in exchange for in-kind contributions of monetary compensation receivables, so the actual amount of funds raised by the Company is not disclosed. |
| Intended allottee | 8 eligible directors (of whom 2 are outside directors). The specific allocation will be determined by the Board of Directors. |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. |
| Basis for determining the amount to be paid | The amount will be based on the closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding each Board of Directors resolution date (or, if no trading takes place, the closing price on the most recent trading day). Under the in-kind contribution method, the Board of Directors will determine the amount within a range that is not particularly favorable to the eligible directors. |
| Transfer restriction period | A period of at least 3 years, as determined by the Board of Directors |
| Conditions for lifting transfer restrictions | Subject to conditions including the eligible director having continuously held the position of director of the Company throughout the transfer restriction period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement for a valid reason, the number of shares and the timing of the lifting of the restrictions will be reasonably adjusted. |
| Reason for acquisition without consideration | If an eligible director becomes subject to an event specified in the relevant allocation agreement, such as retiring for a reason other than one recognized as valid. This also applies if any shares remain subject to transfer restrictions at the expiration of the transfer restriction period. |
| Categories and Number of Persons Covered | 8 eligible directors (of whom 2 are outside directors), up to 5 million shares per year (of which up to 1 million shares per year may be allocated to outside directors) |
| Total Stock-Based Compensation | Under the in-kind contribution method, up to ¥1 billion per year (of which up to ¥200 million per year may be allocated to outside directors) |
| Procedures under the Corporate Code of Conduct | The proposal will be submitted to the 30th Annual General Meeting of Shareholders scheduled for 30 June 2026. |
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.The roles and responsibilities of directors have increased due to the expansion of the business scale following the Company’s entry into the investment business, as well as changes in the management environment. The revisions are also intended to secure outstanding personnel going forward, enhance corporate value, enable flexible administration through the free-of-charge issuance method, and increase directors’ motivation to contribute to share price appreciation and enhanced corporate value.
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