Worth reading
45Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
26367
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Who receives how much26,367Shares
26,367 common shares of the Company (treasury shares)
Directors (excluding outside directors)5 / 15,944 shares
Executive officers9 / 10,423 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.
¥1,999 per share
Total issue value
¥52,707,633
Total Stock-Based Compensation
Total monetary compensation claims of ¥52,707,633 (property contributed in kind for the disposal of these treasury shares)
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
13 July 2026 to 12 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient has continuously held a position as a director or executive officer of the Company during the transfer restriction period, the restrictions on all of the allocated shares held at the end of the transfer restriction period will be lifted. If the recipient loses that position for a legitimate reason such as the expiration of the term of office or reaching retirement age, the restrictions will be lifted for the number of shares and at the time specified in the agreement. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted on a reasonable number of shares before the effective date.
Reason for acquisition without consideration
All allocated shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period will be acquired without consideration. If the recipient retires before the end of the period for a reason other than a legitimate reason, or otherwise falls under an event specified in the agreement, the Company may also acquire the shares without consideration by resolution of the Board of Directors.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 15,944 shares, Category Executive officers / Number of Employees 9 / Number of allocated shares 10,423 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. At the end of the transfer restriction period, the restrictions will be lifted provided that the recipient has continuously held a position as a director or executive officer of the Company. During the transfer restriction period, if the recipient loses that position for a legitimate reason such as the expiration of the term of office or reaching retirement age, the restrictions will be lifted for the number of shares and at the time specified in the agreement. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted on a reasonable number of shares before the effective date.
Payment date
13 July 2026
Basis for determining the amount to be paid
The closing price on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium.
Procedures under the Corporate Code of Conduct
All 3 Audit & Supervisory Board members who attended the Board of Directors meeting, including 2 outside Audit & Supervisory Board members, expressed the opinion that the disposal price does not constitute a particularly favorable disposal price for the proposed allottees.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 26,367 common shares of the Company (treasury shares) |
| Issue price and disposal price | ¥1,999 per share |
| Total issue value | ¥52,707,633 |
| Payment date | 13 July 2026 |
| Intended allottee | Category Directors (excluding outside directors) / Number of Employees 5 / Number of Shares 15,944 shares, Category Executive officers / Number of Employees 9 / Number of Shares 10,423 shares |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. At the end of the transfer restriction period, the restrictions will be lifted provided that the recipient has continuously held a position as a director or executive officer of the Company. During the transfer restriction period, if the recipient loses that position for a legitimate reason such as the expiration of the term of office or reaching retirement age, the restrictions will be lifted for the number of shares and at the time specified in the agreement. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted on a reasonable number of shares before the effective date. |
| Basis for determining the amount to be paid | The closing price on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium. |
| Transfer restriction period | 13 July 2026 to 12 July 2056 (30 years) |
| Conditions for lifting transfer restrictions | Provided that the recipient has continuously held a position as a director or executive officer of the Company during the transfer restriction period, the restrictions on all of the allocated shares held at the end of the transfer restriction period will be lifted. If the recipient loses that position for a legitimate reason such as the expiration of the term of office or reaching retirement age, the restrictions will be lifted for the number of shares and at the time specified in the agreement. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted on a reasonable number of shares before the effective date. |
| Reason for acquisition without consideration | All allocated shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period will be acquired without consideration. If the recipient retires before the end of the period for a reason other than a legitimate reason, or otherwise falls under an event specified in the agreement, the Company may also acquire the shares without consideration by resolution of the Board of Directors. |
| Categories and Number of Persons Covered | Category Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 15,944 shares, Category Executive officers / Number of Employees 9 / Number of allocated shares 10,423 shares |
| Total Stock-Based Compensation | Total monetary compensation claims of ¥52,707,633 (property contributed in kind for the disposal of these treasury shares) |
| Procedures under the Corporate Code of Conduct | All 3 Audit & Supervisory Board members who attended the Board of Directors meeting, including 2 outside Audit & Supervisory Board members, expressed the opinion that the disposal price does not constitute a particularly favorable disposal price for the proposed allottees. |
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution 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.To provide incentives for the sustainable enhancement of corporate value and promote the sharing of value between the eligible directors and other recipients and shareholders. The decision also took into consideration the purpose of the scheme, the Company's performance, the scope of responsibilities of each eligible director and other recipient, and other relevant factors.
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