Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Directors 17,540 shares / Employees 43,770 shares / Total 61,310 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.
Directors ¥19,995,600 / Employees ¥49,897,800 / Total ¥69,893,400
As this is a disposal of treasury shares, the total number of issued shares will not increase and no dilution will occur.
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.
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 | Directors 17,540 shares / Employees 43,770 shares / Total 61,310 shares |
| Issue price and disposal price | Directors ¥1,140 per share / Employees ¥1,140 per share |
| Total issue value | Directors ¥19,995,600 / Employees ¥49,897,800 / Total ¥69,893,400 |
| Amount of funds to be raised | The total amount of ¥69,893,400 in monetary compensation receivables will be contributed in kind. Accordingly, no funds will be raised through payment and no estimated net proceeds will arise. |
| Payment date | Directors 14 August 2026 / Employees 1 October 2026 |
| Intended allottee | Category 4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members / Number of Shares 17,540 shares, Category 103 employees of the Company / Number of Shares 43,770 shares |
| Intended allottee's holding policy | During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. |
| Dilution Rate | As this is a disposal of treasury shares, the total number of issued shares will not increase and no dilution will occur. |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange on 15 July 2026, ¥1,140. No discount or premium. |
| Transfer restriction period | Directors 14 August 2026 to 13 August 2056 (30 years) / Employees From 1 October 2026 until the date on which the holder ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries, or retires from such position. |
| Conditions for lifting transfer restrictions | For directors, the transfer restrictions will, in principle, be lifted upon retirement or departure, provided that the director continuously held a position as a director, executive officer or employee of the Company Group until the first annual general meeting of shareholders to occur thereafter. However, the restrictions will not be lifted if the director remains in service for 30 years. For employees, all transfer restrictions will, in principle, be lifted upon expiration of the restriction period, provided that the employee remains continuously employed until the end of the first fiscal year to occur thereafter. In the event of retirement or departure for a valid reason, the restrictions will be adjusted reasonably. |
| Reason for acquisition without consideration | The Company will acquire the shares without consideration if a director retires or departs without a valid reason before the day preceding the first annual general meeting of shareholders to occur thereafter, or if an employee retires or departs without a valid reason before the day preceding the end of the first fiscal year to occur thereafter. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the restriction period, as well as any shares whose restrictions have not been lifted due to a corporate reorganization or other similar event. |
| Categories and Number of Persons Covered | Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 4 / Number of allocated shares 17,540 shares, Category Employees of the Company / Number of Employees 103 / Number of allocated shares 43,770 shares |
| Total Stock-Based Compensation | Total monetary compensation receivables of ¥69,893,400. The annual limit on the total compensation receivables of eligible directors is ¥30 million. |
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.For directors, to share with shareholders the benefits and risks of share price fluctuations and encourage them to contribute to an increase in the share price and corporate value. For employees, to improve motivation and strengthen retention through investment in human capital, provide incentives for the sustainable enhancement of corporate value, and deepen the sharing of value with shareholders.