Worth reading
47Recurring
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
35991000
¥Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
発行・処分する株式数8,600Shares
8,600 common shares of the Company (treasury shares)
Intended allottee
Name 3 directors of the Company (excluding outside directors) / Number of Shares Not disclosed, Name 7 Executive Officers who do not concurrently serve as Directors / Number of Shares Not disclosed
¥4,185 per share
Total issue value
¥35,991,000
Amount of funds to be raised
Total payment amount: ¥35,991,000 (estimated net proceeds: Not disclosed; the disposal of treasury shares is made through an in-kind contribution of monetary compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims: ¥35,991,000. The compensation limit is ¥200 million per year.
発行済株式総数
The total number of issued shares will not increase because this is a disposal of 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
10 years (26 June 2026 to 25 June 2036)
Conditions for lifting transfer restrictions
The transfer restrictions on all of the shares allocated will be lifted upon expiry of the transfer restriction period, provided that the recipient has continuously held the position of Director or Executive Officer of the Company throughout the period. However, if the recipient leaves office for a reason deemed valid by the Board of Directors, the number of shares subject to the lifting of restrictions and the timing of the lifting will be adjusted reasonably.
Reason for acquisition without consideration
If the recipient leaves office before expiry of the transfer restriction period, except where the Board of Directors deems the reason valid, or if the transfer restrictions have not been lifted as of the expiry of the transfer restriction period. The Company will also acquire without consideration any allocated shares for which the transfer restrictions have not been lifted in connection with a reorganization or similar transaction.
Categories and Number of Persons Covered
3 Directors (excluding Outside Directors) and 7 Executive Officers who do not concurrently serve as Directors; 8,600 shares in total
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 is 10 years, from 26 June 2026 to 25 June 2036.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,185. The discount or premium rate was Not disclosed.
Procedures under the Corporate Code of Conduct
At the 62nd Annual General Meeting of Shareholders held on 28 May 2020, shareholders approved the payment of monetary compensation claims of up to ¥200 million per year to eligible Directors and Executive Officers. At the 63rd Annual General Meeting of Shareholders held on 27 May 2021, shareholders approved a change to the plan setting the total number of common shares to be issued or disposed of at no more than 60,000 shares per year.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 8,600 common shares of the Company (treasury shares) |
| Issue price and disposal price | ¥4,185 per share |
| Total issue value | ¥35,991,000 |
| Amount of funds to be raised | Total payment amount: ¥35,991,000 (estimated net proceeds: Not disclosed; the disposal of treasury shares is made through an in-kind contribution of monetary compensation claims) |
| Payment date | 26 June 2026 |
| Intended allottee | Name 3 directors of the Company (excluding outside directors) / Number of Shares Not disclosed, Name 7 Executive Officers who do not concurrently serve as Directors / Number of Shares Not disclosed |
| 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 is 10 years, from 26 June 2026 to 25 June 2036. |
| Total number of issued shares | The total number of issued shares will not increase because this is a disposal of treasury shares. |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,185. The discount or premium rate was Not disclosed. |
| Transfer restriction period | 10 years (26 June 2026 to 25 June 2036) |
| Conditions for lifting transfer restrictions | The transfer restrictions on all of the shares allocated will be lifted upon expiry of the transfer restriction period, provided that the recipient has continuously held the position of Director or Executive Officer of the Company throughout the period. However, if the recipient leaves office for a reason deemed valid by the Board of Directors, the number of shares subject to the lifting of restrictions and the timing of the lifting will be adjusted reasonably. |
| Reason for acquisition without consideration | If the recipient leaves office before expiry of the transfer restriction period, except where the Board of Directors deems the reason valid, or if the transfer restrictions have not been lifted as of the expiry of the transfer restriction period. The Company will also acquire without consideration any allocated shares for which the transfer restrictions have not been lifted in connection with a reorganization or similar transaction. |
| Categories and Number of Persons Covered | 3 Directors (excluding Outside Directors) and 7 Executive Officers who do not concurrently serve as Directors; 8,600 shares in total |
| Total Stock-Based Compensation | Total monetary compensation claims: ¥35,991,000. The compensation limit is ¥200 million per year. |
| Procedures under the Corporate Code of Conduct | At the 62nd Annual General Meeting of Shareholders held on 28 May 2020, shareholders approved the payment of monetary compensation claims of up to ¥200 million per year to eligible Directors and Executive Officers. At the 63rd Annual General Meeting of Shareholders held on 27 May 2021, shareholders approved a change to the plan setting the total number of common shares to be issued or disposed of at no more than 60,000 shares per year. |
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 clarify the linkage between compensation and shareholder value through share price fluctuations, promote value sharing with shareholders, and heighten awareness of the need to contribute to increasing corporate value.
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