June 26, 2025
To whom it may concern,
Name of Company | ASANUMA CORPORATION |
Stock Exchange Listing | Prime Market of the Tokyo Stock Exchange |
Stock Code | 1852 |
Contact | Marika Asanuma, Executive Officer, General Manager of Corporate Communications Division |
asanuma_ir@asanuma.co.jp |
Notice Regarding the Disposal of Treasury Stock as Restricted Stock
In today's meeting of the Board of Directors, we resolved to dispose of treasury stock as restricted stock
(hereinafter referred to as "the disposal of treasury stock"), as described below.
Outline of Disposal of Treasury Stock for Directors
(1) Date of payment
July 25, 2025
(2) Type and number of shares to be
disposed of
36,020 shares of our common stock
(3) Eligible persons, their number, and the number of shares to be disposed of
Our directors, 5 persons, 36,020 shares
(4) Others
For the disposal of treasury stock, we have submitted an extraordinary report under the Financial Instruments and Exchange Act.*
* In the disposal of treasury stock, shares are delivered free of charge as directors' remuneration, etc. (Article 202-2 of the Companies Act); we have submitted an extraordinary report where an issue price of 26,222,560 yen is reported as a fair value, which was obtained by multiplying the closing price (728 yen) of our common stock on the Tokyo Stock Exchange on the previous day (June 25, 2025) of the date of resolution in today's meeting of the Board of Directors by the number of shares to be disposed of above.
Outline of Disposal for Executive Officers
(1) Date of payment
July 25, 2025
(2) Type and number of shares to be
disposed of
60,729 shares of our common stock
(3) Disposal value
728 yen per share
(4) Total amount of disposal
44,210,712 yen
(5) Eligible persons, their number, and
the number of shares to be disposed of
Our executive officers who do not concurrently serve as directors, 17 persons, 60,729 shares
(6) Other
For the disposal of treasury stock, we have submitted an extraordinary report under the Financial Instruments and Exchange Act.
Outline of Disposal of Treasury Stock for Employees
(1) Date of payment
September 19, 2025
(2) Type and number of shares to be disposed of
179,400 shares of our common stock
(3) Disposal value
728 yen per share
(4) Total amount of disposal
130,603,200 yen
(5) Eligible persons, their number, and the number of shares to be disposed of
Our employees, 1,300 persons, 179,400 shares
(6) Other
For the disposal of treasury stock, we have submitted an extraordinary report under the Financial Instruments and Exchange Act.
Purpose and Reason for Disposal
As in the "Notice Concerning the Introduction of Restricted Stock Compensation" issued on February 25, 2021, we resolved at the board of directors' meeting held on the same day to introduce a restricted stock compensation plan (hereinafter referred to as "the plan") for our directors (excluding outside directors; hereinafter referred to as "eligible directors") as a new compensation plan for eligible directors for the purpose of providing incentives to pursue continuous improvement of our corporate value and further sharing of our values with stockholders. At the 86th ordinary general meeting of shareholders on June 25, 2021, implementation of the following under the plan: (i) For eligible directors, our common stock (restricted stock) is issued or disposed of, pursuant to our board resolution, as compensation for the performance of their duties free of charge without payment of money, etc. in exchange for the issuance of shares for subscription, and the total number of our common shares issued or disposed of should not exceed 400,000 per fiscal year (however, in the event of a stock split of our common stock, including allotment of our common stock without contribution, or a reverse stock split, or when an event occurs that requires the adjustment of the total number of our common shares to be issued or disposed of as restricted stock, the total number should be adjusted within a reasonable range); (ii) The total number of our common shares to be issued or disposed of for the issuance of restricted stock should not exceed 70 million yen per fiscal year separately from the existing compensation scheme (in the issuance of restricted stock, shares are issued or disposed of as compensation, etc. for eligible directors without payment of money in exchange for the issuance of shares for subscription, and the amount of compensation for eligible directors is calculated on the basis of the closing price of our common stock per share on the Tokyo Stock Exchange on the previous day of the date of each board resolution; if a transaction is not completed on this day, the closing price on the latest transaction date preceding it applies); and (iii) For the issuance or disposal of our common stock for this purpose, the company and eligible directors will enter into a contract for restricted stock allotment including the matters described below.
Although the "Notice Concerning the Introduction of Restricted Stock Compensation" issued on February 25, 2021 required that the total amount of our common stock to be issued or disposed of for the issuance of restricted stock not exceed 200 million yen per fiscal year, it was changed to "not exceed 70 million yen per fiscal year," as announced in "Partial Changes to the Notice Concerning the Introduction of Restricted Stock Compensation" issued May 14, 2021.
The outline of the plan is as follows.
Outline of the Plan
Under the plan, our common stock is issued or disposed of for eligible directors. For the issuance or disposal of our common stock based on the plan, the company and directors eligible for allotment shall enter into a contract for restricted stock allotment, which shall include the following matters:
The transfer, creation of a security interest, and other forms of disposal of our common stock that has already been allotted are prohibited for a predetermined period.
Under certain circumstances, we will acquire the relevant common stock free of charge.
In addition to the plan for eligible directors, we have also introduced restricted stock compensation for our executive officers and employees that is almost the same as for eligible directors. In the restricted stock compensation for our executive officers and employees, monetary compensation receivables (monetary receivables) are offered to our executive officers and employees, who in turn claim the payment of all the monetary compensation receivables (monetary receivables) as contributed assets, thereby completing the issuance or disposal of our common stock.
Considering the purposes of the plan, our performance, the scope of responsibilities of persons to which shares are to be allotted, and other various factors, we have resolved based on the resolution at the board of directors' meeting held today to offer a total of 36,020 shares of our common stock to five eligible directors as compensation for the performance of their duties as directors; a total of 60,729 shares of our common stock by using a total of 44,210,712 yen of monetary compensation receivables from the company offered to our 17 executive officers (hereinafter referred to as "eligible executive officers") for the purpose of investment in kind (the amount of monetary compensation receivables invested per share for subscription is 728 yen); and a total of 179,400 shares of our common stock (contributions for directors and executive officers are hereinafter collectively called "the allotted shares") by using a total of 130,603,200 yen of monetary receivables from the company offered to our 1,300 employees (hereinafter referred to as "eligible employees"; eligible executive officers and employees are collectively called "persons eligible for allotment") for the purpose of investment in kind (the amount of monetary receivables invested per share for subscription is 728 yen).
Outline of the Contract for Restricted Stock Allotment
The company and eligible directors enter into a contract for restricted stock allotment as outlined below. We also plan to enter into an almost identical contract for restricted stock allotment with eligible executive officers and employees.
Period of restriction on transfer
Eligible directors may not transfer, create a security interest on or otherwise dispose of allotted shares during the period from July 25, 2025 (offering date) to the day when they lose their position as director or executive officer of our company.
Conditions for removing the restriction on transfer
Upon the expiration of the period of restriction on transfer, the restriction on transfer is lifted for all the allotted shares on the condition that eligible directors continue to be in the position as director or executive officer of our company during the period from July 25, 2025 (offering date) to July 1, 2026 (hereinafter referred to as "the period of services, etc.," of which the period from the offering date until the conclusion of the ordinary general meeting of shareholders regarding the business term ending March 31, 2026 shall be the period of services). If an eligible director loses their position as director or executive officer of our company during the period of services, etc. due to death, the expiration of their term, or other legitimate reasons, the restriction on transfer shall be lifted, upon the expiration of the period of restriction on transfer, for the allotted shares, the amount of which is calculated (any fractions less than one share after calculation will be rounded down) by multiplying the number of the allotted shares by the number of months from July 2025 to the month including the day of the retirement divided by 12 (however, the number is assumed to be 1 when it exceeds 1).
Free-of-charge acquisition by the company
The company shall automatically acquire free of charge the allotted shares for which the restriction on transfer is not lifted upon the expiration of the period of restriction on transfer or at any other
points in time specified in the contract.
Management of shares
The allotted shares are managed in exclusive accounts for restricted stock that are opened by eligible directors on Daiwa Securities Co. Ltd. so that it is not possible to transfer, create a security interest on, or otherwise dispose of the allotted shares during the period of restriction on transfer.
Handling in the event of reorganization, etc.
In the event that a merger agreement in which the company is absorbed, a stock exchange agreement in which we become a wholly owned subsidiary, or a share transfer plan or other forms of reorganization is approved at our shareholders' meeting (our board of directors' meeting if approval at our shareholders' meeting is not required for such reorganization) during the period of restriction on transfer, the relevant restriction on transfer is lifted by a resolution of the board of directors immediately prior to the previous day of the effective date of reorganization, etc., for the allotted shares, the amount of which is calculated (any fractions less than one share after calculation will be rounded down) by multiplying the number of the allotted shares by the number of months from July 2025 to the month including the date of approval of reorganization, etc. divided by 12 (however, the number is assumed to be 1 when it exceeds 1).
Basis for and Details of the Calculation of the Amount of Payment for Disposal of Treasury Shares for Eligible Executive Officers and Employees
As described above, the disposal of treasury shares for eligible executive officers and employees is carried out pursuant to our board resolution, where monetary compensation receivables or monetary receivables given to persons to which shares are to be allotted are used as contributed assets. The amount of payment is set at 728 yen per share, which is the closing price of our common stock on the Tokyo Stock Exchange on June 25, 2025 (previous day of the date of the board resolution), to ensure no arbitrariness in the price. This is the market price immediately prior to the date of the board resolution and is a reasonable price reflecting our corporate value properly, unless circumstances indicate that it is not possible to rely on the most recent share price, and thus we believe that it is not especially favorable to persons to whom shares are to be allotted.
End of Document
Disclaimer: This document has been translated from the Japanese original for reference purposes only. In the
event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
