Details of issuance or disposal
Issuance of share acquisition rights as stock options
Up to 176,400 common shares (100 shares per share acquisition right)
Stock option compensation for directors is capped at ¥200 million per year. The fair value per share acquisition right on the allotment date multiplied by the total number allotted.
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 | Issuance of share acquisition rights as stock options |
| Number of shares to be issued or disposed of | Up to 176,400 common shares (100 shares per share acquisition right) |
| Issue price and disposal price | No monetary payment is required in exchange for the share acquisition rights. |
| Intended allottee | Directors of the Company (excluding outside directors), Executive officers and employees of the Company, Employees of the Company’s subsidiaries |
| Exercise price | An amount not less than the higher of (i) the average closing price for each trading day in the month preceding the month in which the allotment date falls, multiplied by 1.05, and (ii) the closing price on the allotment date. Adjustment provisions apply in the event of a stock split, reverse stock split or similar event. The floor price will be the price determined under the calculation method above. |
| Exercise period | Within 10 years of the issuance of the share acquisition rights. The specific period will be determined by the Board of Directors that decides the terms of the offering. |
| Number of Stock Acquisition Rights | Up to 1,764 share acquisition rights in total; number of outstanding unexercised rights: Not disclosed |
| Conditions for lifting transfer restrictions | The holder must hold the position of director, executive officer or employee of the Company, a subsidiary or an affiliated company at the time of exercise, except where the Board of Directors determines that there is a legitimate reason. |
| Reason for acquisition without consideration | If a proposal for a merger in which the Company becomes the dissolved company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, is approved at a general meeting of shareholders, the Company may acquire the unexercised share acquisition rights at no cost as of the date of the approval resolution. |
| Categories and Number of Persons Covered | 2 directors of the Company (excluding outside directors) (planned). The number of executive officers, employees and employees of subsidiaries, and the number of shares allotted by category, are Not disclosed. |
| Total Stock-Based Compensation | Stock option compensation for directors is capped at ¥200 million per year. The fair value per share acquisition right on the allotment date multiplied by the total number allotted. |
| Procedures under the Corporate Code of Conduct | At the annual general meeting of shareholders scheduled for 24 June 2026, the Company will submit a proposal to delegate authority to the Board of Directors to determine the issuance and offering terms. An approval proposal concerning compensation for directors will also be submitted. |
Items this document does not state (16)
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 encourage motivation and morale to improve performance, secure talented personnel and contribute to increasing the corporate value of the Group as a whole. For directors, the purpose is also to heighten their motivation to improve performance and corporate value and promote business operations that place greater emphasis on shareholder interests.