Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
43,500 shares of the company’s common stock (treasury shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥37,366,500
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 | 43,500 shares of the company’s common stock (treasury shares) |
| Issue price and disposal price | ¥859 per share |
| Total issue value | ¥37,366,500 |
| Amount of funds to be raised | Total payment amount: ¥37,366,500; estimated net proceeds: Not disclosed |
| Payment date | 4 December 2026 |
| Intended allottee | Name 3 of the Company's directors, excluding outside directors / Number of Shares 43,500 shares |
| Intended allottee's holding policy | The shares may not be transferred, pledged as security or otherwise disposed of during the transfer restriction period. They will be held in a dedicated account for restricted stock from 4 December 2026 to 4 December 2029. |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange on 5 November 2026 was ¥859. The price was determined based on the closing price on the business day preceding the date of the board resolution, within a range that would not be particularly advantageous to the eligible directors. Discount rate and premium rate: not stated. |
| Transfer restriction period | From 4 December 2026 to 4 December 2029 (3 years) |
| Conditions for lifting transfer restrictions | All restrictions will be lifted at the end of the period, provided that the eligible directors continuously hold one of the positions of director, Audit & Supervisory Board member or employee of the Company or one of its subsidiaries throughout the transfer restriction period. If a director loses the position due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be partially lifted according to the number of months in office. In the event of death, all restrictions will be lifted. In the event of a corporate reorganization or other similar event, the restrictions will be partially lifted according to a prescribed formula. |
| Reason for acquisition without consideration | At the end of the transfer restriction period, or immediately after an eligible director loses the position in question during the period, the Company will acquire without consideration any shares whose transfer restrictions have not been lifted. |
| Categories and Number of Persons Covered | 3 of the Company's directors, excluding outside directors; 43,500 shares |
| Total Stock-Based Compensation | Total monetary compensation claims: ¥37,366,500. Compensation limit: up to ¥50 million per year. |
| Procedures under the Corporate Code of Conduct | At the 7th Annual General Meeting of Shareholders held on 27 October 2020, approval was granted for the payment of monetary compensation claims of up to ¥50 million per year under this system. |
| Impact on Business Performance | The impact of this disposal of treasury shares on financial results is Not disclosed. |
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 provide eligible directors with incentives to sustainably enhance the Company's medium- to long-term corporate value and shareholder value, and to promote value sharing with shareholders.