In regard to the Disposal of Treasury Stock, the Company and Eligible Directors and Officers shall conclude a Restricted Stock Allotment Agreement (hereinafter the “Allotment Agreement”) which includes the details mentioned in “3. The transfer restriction period is between the date each Eligible Director or Officer is allotted the Company's shares of common stock (hereinafter “Allotted Shares”) based on the Allotment Agreement (defined below) and the date the Eligible Director or Officer retires from all of his or her posts as director, corporate officer, executive officer, or employee of the Company (collectively, hereinafter “Officer Posts” that transfer restriction period, hereinafter the “Transfer Restriction Period”).įor the Disposal of Treasury Stock, the Eligible Directors and Officers to whom the stock is scheduled to be allotted will pay in all of the aforementioned monetary compensation claim as property contributed in kind and will receive the common stock of the Company subject to Disposal by the Company. On this occasion, based on the Plan, after the consideration of the purpose of the Plan, the Company's business performance, the scope of duties of each of the Eligible Directors and Officers, and various circumstances, the Company decided to grant a total amount of 1,699,109,100 yen in monetary compensation claims and allot 1,117,100 shares of the common stock of the Company by way of in-kind contribution for the said monetary compensation claim to the Eligible Directors and Officers. At the 35th Ordinary General Meeting of Shareholders held on June 22, 2021, the Company obtained approval regarding changing the maximum amount and details of monetary compensation claims for granting restricted stock based on the Plan from an amount not exceeding ¥1,500 million (1 million shares) per year to an amount not exceeding ¥8,000 million (5.4 million shares) per year (excluding the employee's salary portion for directors who concurrently serve as employees) with the aim of increasing the ratio of share-based compensation in compensation and the like paid to the directors among other aims. On May 21, 2020, the Company, pursuant to Article 370 of the Companies Act and Article 23 of the Articles of Incorporation of the Company (Written Resolution), resolved to introduce a Restricted Stock Compensation Plan (hereinafter the “Plan”) for the Company's directors (excluding external directors directors receiving restricted stock are hereinafter referred to as “Eligible Director(s)”) and Executive Officers (collectively with Eligible Director(s), hereinafter “Eligible Director(s) and (or) Officer(s)”) in order to provide an incentive to sustainably improve the Company's corporate value and to further promote the sharing of values between the directors and the shareholders. The Disposal of Treasury Stock is conditioned on the effectuation of the securities registration statement in accordance with the Financial Instruments and Exchange Act. (5) Grantees of shares and number thereof number of shares to be allotted (2) Class and number of shares subject to Disposalġ,117,100 shares of common stock of the Company Overview of the Disposal of Treasury Stock (1) Disposal date (hereinafter the “Company”) hereby announces that at the meeting of the Board of Directors held on June 20, 2023, its Board of Directors resolved to dispose of the Company's treasury stock as restricted stock compensation (hereinafter the “Disposal of Treasury Stock” or “Disposal”) as follows. Notice Regarding Disposal of Treasury Stock as
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