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Share Issuance and Disposal7040SUN-LIFE HOLDING CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,000 treasury shares to 5 directors as restricted stock compensation. In principle, the shares may not be transferred until the directors retire from their positions.

Worth reading
32Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
8000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,000Shares

8,000 common shares of the Company (treasury shares)

5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)8,000 shares

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

No monetary payment or contribution of property is required. The fair value is ¥960 per share.
Total issue value

¥7,680,000 (aggregate fair value)

Amount of funds to be raised
Total amount to be paid: ¥0; estimated net proceeds: ¥0
Total Stock-Based Compensation
Up to ¥50 million per year (the number of common shares issued or disposed of under this plan is limited to 30,000 shares per year)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable (disposal of treasury shares)

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 24 July 2026 (the allotment date) until the date on which the recipient retires from their position as a director of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the allotment date through the date of the Company's annual general meeting of shareholders held in the following year. If the recipient retires due to death or for another reason recognized as legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 8,000 shares
Intended allottee's holding policy
From 24 July 2026 (the allotment date) until the date on which they retire from their positions as directors of the Company, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paid
The fair value is ¥960, the closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution.
Procedures under the Corporate Code of Conduct
At the 8th Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the introduction of this plan and the granting of restricted stock.
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 of8,000 common shares of the Company (treasury shares)
Issue price and disposal priceNo monetary payment or contribution of property is required. The fair value is ¥960 per share.
Total issue value¥7,680,000 (aggregate fair value)
Amount of funds to be raisedTotal amount to be paid: ¥0; estimated net proceeds: ¥0
Intended allotteeName 5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 8,000 shares
Intended allottee's holding policyFrom 24 July 2026 (the allotment date) until the date on which they retire from their positions as directors of the Company, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe fair value is ¥960, the closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution.
Transfer restriction periodFrom 24 July 2026 (the allotment date) until the date on which the recipient retires from their position as a director of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the allotment date through the date of the Company's annual general meeting of shareholders held in the following year. If the recipient retires due to death or for another reason recognized as legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered5 directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 8,000 shares
Total Stock-Based CompensationUp to ¥50 million per year (the number of common shares issued or disposed of under this plan is limited to 30,000 shares per year)
Procedures under the Corporate Code of ConductAt the 8th Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the introduction of this plan and the granting of restricted stock.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsPayment dateExercise 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.

To provide an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SUN-LIFE HOLDING CO.,LTD. (7040) timely disclosure | Komori