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Share Issuance and Disposal6185SMN CorporationInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Executive Officers

SMN resolved to dispose of 14,638 treasury shares as restricted stock, in consideration for monetary compensation claims held by 3 executive officers. The transfer restrictions will generally remain in place until the recipients cease to hold the prescribed position or employee status within the Company Group.

Worth reading
44Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
14638
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,638Shares

14,638 common shares (treasury shares)

3 of the Company's executive officers14,638 shares

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

¥403 per share
Total issue value

¥5,899,114

Amount of funds to be raised
Total payment amount: ¥5,899,114; estimated net proceeds: Not disclosed (no cash will be received by the Company because the shares are contributed in kind)
Total Stock-Based Compensation
Total monetary compensation: ¥5,899,114
発行済株式総数

The total number of issued shares will not increase

Not applicable (disposal of treasury shares only)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 29 May 2026 until the day on which the recipients cease to hold any of the prescribed positions or employee statuses within the Company Group
Conditions for lifting transfer restrictions
All transfer restrictions on the allocated shares will be lifted provided that the recipient continuously holds an executive officer position within the Company Group from 1 April 2026 through the end of March 2027. If the recipient retires due to death or another valid reason, the number of shares for which the restrictions will be lifted will be calculated by multiplying the number of allocated shares by the number of months from April 2026 through the month including the retirement date, divided by 12, with the resulting ratio capped at 1.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted at the expiry of the transfer restriction period or at other times specified in the agreement. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted as of the business day preceding the effective date.
Categories and Number of Persons Covered
3 executive officers of the Company, 14,638 shares
Intended allottee's holding policy
From 29 May 2026 until the day on which the recipients cease to hold any position as an executive officer or employee of the Company, or as a director, audit & supervisory board member, executive officer or employee of a subsidiary of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
29 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 28 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥403. No discount or premium rate was indicated.
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 of14,638 common shares (treasury shares)
Issue price and disposal price¥403 per share
Total issue value¥5,899,114
Amount of funds to be raisedTotal payment amount: ¥5,899,114; estimated net proceeds: Not disclosed (no cash will be received by the Company because the shares are contributed in kind)
Payment date29 May 2026
Intended allotteeCategory 3 of the Company's executive officers / Number of Shares 14,638 shares
Intended allottee's holding policyFrom 29 May 2026 until the day on which the recipients cease to hold any position as an executive officer or employee of the Company, or as a director, audit & supervisory board member, executive officer or employee of a subsidiary of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 28 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥403. No discount or premium rate was indicated.
Transfer restriction periodFrom 29 May 2026 until the day on which the recipients cease to hold any of the prescribed positions or employee statuses within the Company Group
Conditions for lifting transfer restrictionsAll transfer restrictions on the allocated shares will be lifted provided that the recipient continuously holds an executive officer position within the Company Group from 1 April 2026 through the end of March 2027. If the recipient retires due to death or another valid reason, the number of shares for which the restrictions will be lifted will be calculated by multiplying the number of allocated shares by the number of months from April 2026 through the month including the retirement date, divided by 12, with the resulting ratio capped at 1.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted at the expiry of the transfer restriction period or at other times specified in the agreement. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted as of the business day preceding the effective date.
Categories and Number of Persons Covered3 executive officers of the Company, 14,638 shares
Total Stock-Based CompensationTotal monetary compensation: ¥5,899,114
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

To provide an incentive to enhance the corporate value of the Company Group and further promote value sharing between the eligible executive officers and shareholders.

How to read this page

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Executive Officers | SMN Corporation (6185) timely disclosure | Komori