Komori
Share Issuance and Disposal8005Scroll CorporationRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 124,000 treasury shares to 86 directors, group officers, segment officers, employees and others as restricted stock compensation.

Worth reading
44Recurring
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
124000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much124,000Shares

124,000 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 30,000 shares
The Company's group officers who do not concurrently serve as directors of the Company5 / 20,000 shares
The Company's segment officers who do not concurrently serve as directors of the Company19 / 38,000 shares
Employees of the Company36 / 21,000 shares
Employees of certain subsidiaries of the Company21 / 15,000 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.

¥1,626 per share
Total issue value

¥201,624,000

Total Stock-Based Compensation
Monetary compensation receivables of ¥201,624,000 (for 86 eligible directors and others)
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 30 June 2026 until immediately after the eligible officer or employee of the Company or one of its subsidiaries retires from office or leaves employment. However, in certain cases, the period will end at the conclusion of the first annual general meeting of shareholders held after the payment date.
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the restriction period, provided that the recipient continuously holds the prescribed position as an officer or employee of the Company or one of its subsidiaries throughout the service period. In the event of retirement from office or departure from employment due to expiration of the term of office, mandatory retirement or another legitimate reason, some or all of the restrictions will be lifted according to the prescribed calculation method.
Reason for acquisition without consideration
If a recipient commits a violation of laws or regulations or otherwise falls under any of the circumstances stipulated in the allocation agreement during the restriction period, the Company will acquire all of the shares held by the recipient without compensation. The Company will also acquire without compensation any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
5 directors / 30,000 shares; 5 group officers / 20,000 shares; 19 segment officers / 38,000 shares; 36 Company employees / 21,000 shares; 21 employees of certain subsidiaries / 15,000 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Payment date
30 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 28 May 2026, ¥1,626. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consideration. At the 85th Annual General Meeting of Shareholders held on 29 May 2026, approval was obtained for the payment of monetary compensation receivables of up to ¥100 million per year to eligible directors and for the issuance or disposal of up to 80,000 shares per year, among other matters.
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 of124,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,626 per share
Total issue value¥201,624,000
Payment date30 June 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 30,000 shares, Name The Company's group officers who do not concurrently serve as directors of the Company / Number of Employees 5 / Number of Shares 20,000 shares, Name The Company's segment officers who do not concurrently serve as directors of the Company / Number of Employees 19 / Number of Shares 38,000 shares, Name Employees of the Company / Number of Employees 36 / Number of Shares 21,000 shares, Name Employees of certain subsidiaries of the Company / Number of Employees 21 / Number of Shares 15,000 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 28 May 2026, ¥1,626. No discount or premium applies.
Transfer restriction periodFrom 30 June 2026 until immediately after the eligible officer or employee of the Company or one of its subsidiaries retires from office or leaves employment. However, in certain cases, the period will end at the conclusion of the first annual general meeting of shareholders held after the payment date.
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the restriction period, provided that the recipient continuously holds the prescribed position as an officer or employee of the Company or one of its subsidiaries throughout the service period. In the event of retirement from office or departure from employment due to expiration of the term of office, mandatory retirement or another legitimate reason, some or all of the restrictions will be lifted according to the prescribed calculation method.
Reason for acquisition without considerationIf a recipient commits a violation of laws or regulations or otherwise falls under any of the circumstances stipulated in the allocation agreement during the restriction period, the Company will acquire all of the shares held by the recipient without compensation. The Company will also acquire without compensation any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered5 directors / 30,000 shares; 5 group officers / 20,000 shares; 19 segment officers / 38,000 shares; 36 Company employees / 21,000 shares; 21 employees of certain subsidiaries / 15,000 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥201,624,000 (for 86 eligible directors and others)
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consideration. At the 85th Annual General Meeting of Shareholders held on 29 May 2026, approval was obtained for the payment of monetary compensation receivables of up to ¥100 million per year to eligible directors and for the issuance or disposal of up to 80,000 shares per year, among other matters.
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 the eligible recipients with an incentive to achieve sustained growth in the Company's corporate value and promote value sharing with shareholders, as well as to further increase the motivation of the eligible directors and others.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Scroll Corporation (8005) timely disclosure | Komori