Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
82,800 common shares of the Company (treasury shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥312,404,400
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 | 82,800 common shares of the Company (treasury shares) |
| Issue price and disposal price | ¥3,773.0 per share |
| Total issue value | ¥312,404,400 |
| Amount of funds to be raised | Total payment amount: ¥312,404,400; estimated net proceeds: not disclosed |
| Payment date | 10 July 2026 |
| Intended allottee | Name 5 directors of the Company, excluding outside directors / Number of Shares 82,800 shares |
| Intended allottee's holding policy | To promote the sharing of value with shareholders through long-term shareholding. During the transfer restriction period, the shares may not be transferred to any third party or otherwise disposed of in any way. |
| Basis for determining the amount to be paid | The closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,773.0. No discount or premium rate was stated. |
| Transfer restriction period | From 10 July 2026 until the date on which the recipient ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates |
| Conditions for lifting transfer restrictions | All restrictions will be lifted upon expiration of the transfer restriction period. If a recipient ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates before 30 June 2027 for a reason other than death, expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will not be lifted and the shares will be acquired by the Company without consideration. In the event of serious misconduct, a violation or other similar conduct, the compensation may be forfeited or repayment may be demanded. |
| Reason for acquisition without consideration | If a recipient director ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates before 30 June 2027 for a reason other than death, expiration of the term of office, mandatory retirement or another legitimate reason. Also, in connection with a corporate reorganization or similar transaction, if the transfer restrictions remain in place after the restrictions would otherwise be lifted. |
| Categories and Number of Persons Covered | 5 directors of the Company (excluding outside directors), 82,800 shares |
| Total Stock-Based Compensation | Up to ¥850 million per year (compensation limit) |
| Procedures under the Corporate Code of Conduct | At the 61st Annual General Meeting of Shareholders held on 15 June 2023, it was resolved that total compensation would be capped at ¥850 million per year and the total number of shares disposed of would be capped at 500,000 shares. |
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 increase directors’ motivation to contribute to improving the Company’s medium- to long-term performance and corporate value, and to promote the sharing of value with shareholders through long-term shareholding.