Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
5,829 shares of the Company's common stock (treasury shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥7,496,094 (fair value)
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 5,829 shares of the Company's common stock (treasury shares) |
| Issue price and disposal price | No consideration |
| Total issue value | ¥7,496,094 (fair value) |
| Amount of funds to be raised | Total amount payable: Not disclosed; estimated net proceeds: Not disclosed (no funds will be raised because the shares will be disposed of without consideration) |
| Intended allottee | Name 4 of the Company's directors, excluding outside directors / Number of Shares 5,829 shares |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of in any way. For the continued-service type, the transfer restrictions will be lifted subject to continued service as a director throughout the scheduled service period. For the medium-term performance-linked type, the transfer restrictions will be lifted subject to continued service as a director throughout the scheduled service period and the achievement of the performance targets. |
| Basis for determining the amount to be paid | Free-of-charge issuance method. The fair value was calculated based on the closing price of ¥1,286 per share on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed |
| Transfer restriction period | The period from the date of allotment until the director retires. The scheduled service period is from 1 July 2026 to 30 June 2027. |
| Conditions for lifting transfer restrictions | Continued-service type: The recipient must continuously remain a director of the Company throughout the scheduled service period. Medium-term performance-linked type: The recipient must continuously remain a director of the Company throughout the scheduled service period, and the increases in net sales and operating profit in the first year of the three-year medium-term management plan must exceed 30% of the increases in net sales and operating profit in the final year of the three-year plan. |
| Reason for acquisition without consideration | Continued-service type: If the recipient retires during the scheduled service period without legitimate grounds, or if the transfer restrictions are not lifted when the transfer restriction period expires or the restrictions are lifted. Medium-term performance-linked type: If the recipient retires during the scheduled service period, or if the transfer restrictions are not lifted because the performance targets are not achieved. |
| Categories and Number of Persons Covered | 4 of the Company's directors (excluding outside directors), totaling 5,829 shares |
| Total Stock-Based Compensation | ¥7,496,094 (fair value; annual compensation limit of ¥30 million) |
| Procedures under the Corporate Code of Conduct | At the 44th Annual General Meeting of Shareholders held on 23 June 2022, approval was obtained for the restricted stock compensation plan, the upper limit on the number of shares to be issued or disposed of, and the upper limit on the total amount of compensation. |
| Impact on Business Performance | The impact on business performance is Not disclosed |
Items this document does not state (13)
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 with shareholders. The Company also took into account its performance and the scope of the responsibilities of the eligible directors.