Komori
Share Issuance and Disposal7610TAY TWO CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 300,000 treasury shares to 6 directors as restricted stock compensation. The shares will be subject to a 30-year transfer restriction and will be acquired through an in-kind contribution of monetary compensation claims totaling ¥42 million.

Worth reading
42Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
300000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much300,000Shares

300,000 common shares (treasury shares)

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)6 / 300,000 shares

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

¥140/share
Total issue value

Estimated issuance expenses: ¥42 million

Amount of funds to be raised
Total payment amount: ¥42,000,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims: ¥42,000,000
発行済株式総数

No increase (disposal of treasury shares)

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
30 years (from 17 July 2026 to 17 July 2056)
Conditions for lifting transfer restrictions
① At the end of the transfer restriction period, the eligible director must have continuously held a prescribed position at the Company or one of its subsidiaries throughout the period. ② If the eligible director retires or resigns before the end of the period, the restriction may be lifted if the departure is due to the expiration of the director's term, death, or another legitimate reason. In the event of a corporate reorganization or other similar event, the restriction may be lifted by resolution of the Board of Directors. Performance conditions and share price conditions: Not disclosed.
Reason for acquisition without consideration
If condition ① is not satisfied at the end of the transfer restriction period, if condition ② is not satisfied when the eligible director retires or resigns before the end of the period, or if a violation of laws or regulations or another event specified in the agreement occurs, the Company will acquire the shares without consideration. The Company will also acquire all shares without consideration when the eligible director retires or resigns due to death or in the event of a corporate reorganization.
Categories and Number of Persons Covered
The Company's directors (excluding outside directors and directors who are Audit & Supervisory Committee members): 6 people, 300,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 17 July 2026 to 17 July 2056.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 17 June 2026 was ¥140. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The matter was reviewed by the Nomination and Compensation Committee. Opinions from other independent third parties and confirmation of shareholder intent: Not disclosed.
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 of300,000 common shares (treasury shares)
Issue price and disposal price¥140/share
Total issue valueEstimated issuance expenses: ¥42 million
Amount of funds to be raisedTotal payment amount: ¥42,000,000; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 6 / Number of Shares 300,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 17 July 2026 to 17 July 2056.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 17 June 2026 was ¥140. No discount or premium was stated.
Transfer restriction period30 years (from 17 July 2026 to 17 July 2056)
Conditions for lifting transfer restrictions① At the end of the transfer restriction period, the eligible director must have continuously held a prescribed position at the Company or one of its subsidiaries throughout the period. ② If the eligible director retires or resigns before the end of the period, the restriction may be lifted if the departure is due to the expiration of the director's term, death, or another legitimate reason. In the event of a corporate reorganization or other similar event, the restriction may be lifted by resolution of the Board of Directors. Performance conditions and share price conditions: Not disclosed.
Reason for acquisition without considerationIf condition ① is not satisfied at the end of the transfer restriction period, if condition ② is not satisfied when the eligible director retires or resigns before the end of the period, or if a violation of laws or regulations or another event specified in the agreement occurs, the Company will acquire the shares without consideration. The Company will also acquire all shares without consideration when the eligible director retires or resigns due to death or in the event of a corporate reorganization.
Categories and Number of Persons CoveredThe Company's directors (excluding outside directors and directors who are Audit & Supervisory Committee members): 6 people, 300,000 shares
Total Stock-Based CompensationMonetary compensation claims: ¥42,000,000
Procedures under the Corporate Code of ConductThe matter was reviewed by the Nomination and Compensation Committee. Opinions from other independent third parties and confirmation of shareholder intent: Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 purpose is to provide incentives for achieving medium- to long-term performance targets, share value with shareholders, and further enhance the motivation of the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAY TWO CO.,LTD. (7610) timely disclosure | Komori