Komori
Share Issuance and Disposal9735SECOM CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors

The Company resolved to grant 11,432 restricted shares through the disposal of treasury shares to 6 directors as part of compensation for continued service over the next year. The shares may not be transferred until the relevant director ceases to serve or leaves employment, and the Company will acquire them without consideration if certain conditions apply.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
11432
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,432Shares

11,432 shares of the Company's common stock (treasury shares)

6 of the Company's directors (excluding outside directors and including those concurrently serving as executive officers)11,432 shares

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

¥6,374 per share
Total issue value

¥72,867,568

Total Stock-Based Compensation
Total monetary compensation receivables of ¥72,867,568 (annual compensation limit: ¥100 million or less)
発行済株式総数

Immaterial (specific percentage: Not disclosed)

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
From the disposal date until the eligible director ceases to hold any position as a director, executive officer, audit & supervisory board member or employee of the Company
Conditions for lifting transfer restrictions
At the end of the transfer restriction period, where the director ceases to serve, for example, upon expiry of the term of office, reaching the mandatory retirement age, death or another reason deemed justifiable by the Company's Board of Directors. In the event of a corporate reorganization or similar transaction, the transfer restrictions will be lifted for the number of shares determined in accordance with reasonable criteria.
Reason for acquisition without consideration
Ceasing to serve without a justifiable reason or in similar circumstances, where such cessation occurs before the conclusion of the first annual general meeting of shareholders held after the disposal date, engaging in a competing business, a material violation of laws and regulations or the allocation agreement, or any other case in which the Board of Directors determines that it is appropriate for the Company to acquire all of the shares without consideration.
Categories and Number of Persons Covered
6 of the Company's directors (excluding outside directors and including those concurrently serving as executive officers), totaling 11,432 shares
Intended allottee's holding policy
From the disposal date until the eligible director ceases to hold any position as a director, executive officer, audit & supervisory board member or employee of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, ¥6,374. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 56th Annual General Meeting of Shareholders held on 27 June 2017 and the 60th Annual General Meeting of Shareholders held on 25 June 2021, approval was obtained for this plan and changes to the transfer restriction period, 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 of11,432 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥6,374 per share
Total issue value¥72,867,568
Payment date24 July 2026
Intended allotteeName 6 of the Company's directors (excluding outside directors and including those concurrently serving as executive officers) / Number of Shares 11,432 shares
Intended allottee's holding policyFrom the disposal date until the eligible director ceases to hold any position as a director, executive officer, audit & supervisory board member or employee of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Dilution RateImmaterial (specific percentage: Not disclosed)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, ¥6,374. No discount or premium applies.
Transfer restriction periodFrom the disposal date until the eligible director ceases to hold any position as a director, executive officer, audit & supervisory board member or employee of the Company
Conditions for lifting transfer restrictionsAt the end of the transfer restriction period, where the director ceases to serve, for example, upon expiry of the term of office, reaching the mandatory retirement age, death or another reason deemed justifiable by the Company's Board of Directors. In the event of a corporate reorganization or similar transaction, the transfer restrictions will be lifted for the number of shares determined in accordance with reasonable criteria.
Reason for acquisition without considerationCeasing to serve without a justifiable reason or in similar circumstances, where such cessation occurs before the conclusion of the first annual general meeting of shareholders held after the disposal date, engaging in a competing business, a material violation of laws and regulations or the allocation agreement, or any other case in which the Board of Directors determines that it is appropriate for the Company to acquire all of the shares without consideration.
Categories and Number of Persons Covered6 of the Company's directors (excluding outside directors and including those concurrently serving as executive officers), totaling 11,432 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥72,867,568 (annual compensation limit: ¥100 million or less)
Procedures under the Corporate Code of ConductAt the 56th Annual General Meeting of Shareholders held on 27 June 2017 and the 60th Annual General Meeting of Shareholders held on 25 June 2021, approval was obtained for this plan and changes to the transfer restriction period, among other matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal 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 an incentive for the sustained enhancement of corporate value and promote value sharing between the eligible directors and shareholders. The Company also comprehensively considered each eligible director's responsibilities, years in office and the Company's performance.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors | SECOM CO.,LTD. (9735) timely disclosure | Komori