Worth reading
42Recurring
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
120
Thousand shares (three-year maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance or disposal of common shares as performance-based restricted stock compensation
発行・処分する株式数
No more than 120 thousand shares for three years (no more than 40 thousand shares per year)
Intended allottee
Eligible directors (excluding outside directors). The specific number of directors and shares is Not disclosed.
In the case of delivery through an in-kind contribution, the Board of Directors will determine the issue or disposal price based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution concerning the issuance or disposal.
Amount of funds to be raised
The shares will be issued or disposed of either without requiring cash payments or the contribution of property, or through an in-kind contribution of monetary compensation claims. The amount of funds raised is Not disclosed.
Total Stock-Based Compensation
No more than ¥60 million for three years (no more than ¥20 million per year)
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 the date of delivery of the restricted stock until the date on which the eligible director resigns or retires from the position of director of the Company or another position specified by the Board of Directors.
Conditions for lifting transfer restrictions
The eligible director must continuously hold the prescribed position throughout the service period specified by the Board of Directors, which will be at least one year, and must achieve the key management indicators set out in the medium-term management plan and other performance targets or growth rates specified by the Board of Directors. If these conditions are met, all transfer restrictions will be lifted upon expiration of the restriction period.
Reason for acquisition without consideration
If an eligible director violates any law, regulation, internal rule or allocation agreement, or meets any other condition specified by the Board of Directors, and if the performance targets or other targets are not achieved and the transfer restrictions are not lifted upon expiration of the restriction period or after the performance conditions are finalized.
Categories and Number of Persons Covered
Eligible directors (excluding outside directors). The number of directors and the number of shares allocated is Not disclosed.
Basis for determining the amount to be paid
The Board of Directors will determine the payment amount based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution concerning the issuance or disposal, provided that the amount is not particularly favorable to the eligible directors.
Procedures under the Corporate Code of Conduct
Subject to shareholder approval of the compensation limit at the annual general meeting of shareholders scheduled for 19 June 2026. Following deliberation by the Nomination and Compensation Committee, the Board of Directors will determine the specific timing and allocation of the compensation, respecting the committee's opinion.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance or disposal of common shares as performance-based restricted stock compensation |
| Number of shares to be issued or disposed of | No more than 120 thousand shares for three years (no more than 40 thousand shares per year) |
| Issue price and disposal price | In the case of delivery through an in-kind contribution, the Board of Directors will determine the issue or disposal price based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution concerning the issuance or disposal. |
| Amount of funds to be raised | The shares will be issued or disposed of either without requiring cash payments or the contribution of property, or through an in-kind contribution of monetary compensation claims. The amount of funds raised is Not disclosed. |
| Intended allottee | Eligible directors (excluding outside directors). The specific number of directors and shares is Not disclosed. |
| Basis for determining the amount to be paid | The Board of Directors will determine the payment amount based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution concerning the issuance or disposal, provided that the amount is not particularly favorable to the eligible directors. |
| Transfer restriction period | From the date of delivery of the restricted stock until the date on which the eligible director resigns or retires from the position of director of the Company or another position specified by the Board of Directors. |
| Conditions for lifting transfer restrictions | The eligible director must continuously hold the prescribed position throughout the service period specified by the Board of Directors, which will be at least one year, and must achieve the key management indicators set out in the medium-term management plan and other performance targets or growth rates specified by the Board of Directors. If these conditions are met, all transfer restrictions will be lifted upon expiration of the restriction period. |
| Reason for acquisition without consideration | If an eligible director violates any law, regulation, internal rule or allocation agreement, or meets any other condition specified by the Board of Directors, and if the performance targets or other targets are not achieved and the transfer restrictions are not lifted upon expiration of the restriction period or after the performance conditions are finalized. |
| Categories and Number of Persons Covered | Eligible directors (excluding outside directors). The number of directors and the number of shares allocated is Not disclosed. |
| Total Stock-Based Compensation | No more than ¥60 million for three years (no more than ¥20 million per year) |
| Procedures under the Corporate Code of Conduct | Subject to shareholder approval of the compensation limit at the annual general meeting of shareholders scheduled for 19 June 2026. Following deliberation by the Nomination and Compensation Committee, the Board of Directors will determine the specific timing and allocation of the compensation, respecting the committee's opinion. |
Items this document does not state (16)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesExercise 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.The plan is intended to provide incentives for the sustainable enhancement of corporate value and shareholder value over the medium to long term, promote value sharing with shareholders, clarify the linkage between performance targets and compensation, and strengthen commitment to performance.
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