Casio Computer Co., Ltd. TSE:6952

Casio Computer : Announces Disposal of Treasury Shares as Restricted Stock Compensation【PDF】

Published

Source: MarketScreener



June 27, 2025

Company: Casio Computer Co., Ltd. Representative: TAKANO Shin

Representative Director, President, and CEO Stock code: 6952 (TSE Prime)

Casio Announces Disposal of Treasury Shares as Restricted Stock Compensation

Casio Computer Co., Ltd. announced today that the Company's board of directors resolved today to dispose of treasury shares as restricted stock compensation (the "disposal of treasury shares"), as follows.

  1. Outline of the Disposal

    (1) Disposal date

    July 24, 2025

    (2) Class and number of shares to be disposed

    Common stock of the Company: 58,722 shares

    (3) Disposal price

    1,093 yen per share

    (4) Total value of shares to be

    disposed

    64,183,146 yen

    (5) Intended allottees

    Directors of the Company* 3 allottees: 30,556 shares Executive officers of the Company 11 allottees: 28,166 shares

    *Excluding Audit & Supervisory Committee members and outside directors.

  2. Purpose and Reason for the Disposal

    With the aim of providing the Company's directors (excluding Audit & Supervisory Committee members and outside directors; the "eligible directors") and the Company's executive officers with an incentive for improving business results and for continuously increasing the Company's corporate value as well as reinforcing the sense of value-sharing with shareholders, the Company's board of directors resolved at its May 14, 2019 meeting to introduce a stock compensation plan that would deliver restricted stock to eligible directors (the "plan"). In addition, a resolution was passed at the 63rd General Meeting of Shareholders held on June 27, 2019 to set the total amount of the monetary compensation claims to be paid to the eligible directors as compensation, etc., related to restricted stock under the plan at no more than 100 million yen a year and to limit the total number of shares to be allotted to the eligible directors as restricted stock each fiscal year to no more than 80,000 shares.

    The Company's board of directors resolved today to pay monetary compensation claims totaling 64,183,146 yen to the three eligible directors and 11 executive officers (collectively, the "eligible allottees") who are the intended allottees, as restricted stock compensation for the period from the Company's 69th Ordinary General Meeting of Shareholders to the Company's 70th Ordinary

    General Meeting of Shareholders to be held in June 2026, and to allot 58,722 shares of the Company's common stock as designated restricted stock for the eligible allottees, who in turn will contribute all of said monetary compensation claims as in-kind contribution. In addition, the said monetary compensation claims will be paid conditional upon the conclusion of a restricted stock allotment agreement between each eligible allottee and the Company, the content of which, in summary, will include the following ("Allotment Agreement").

  3. Summary of the Allotment Agreement

    1. Transfer restriction period

      The eligible allottee may not transfer, establish a security interest in, or otherwise dispose of ("transfer restrictions") the restricted stock allotted to the eligible allottee (the "allotted stock") during the period from July 24, 2025, which is the payment date, to the date when the eligible allottee retires or resigns as a director of the Company or from another position specified by the Company's Board of Directors (the "transfer restriction period").

    2. Lifting of transfer restrictions

      Provided that an eligible allottee continues to hold the position of director of the Company or another position specified by the Company's board of directors until immediately before the expiration of the transfer restriction period, the Company will lift the transfer restrictions on all the allotted shares owned by the eligible allottee upon the expiration of the period. However, in the event that an eligible allottee retires or resigns from the position of director of the Company or from another position specified by the Company's board of directors before the expiration of the transfer restriction period for a reason deemed justifiable by the Company's board of directors, the Company will lift the transfer restrictions immediately after such retirement or resignation for the number of allotted stocks, calculated by dividing the number of months from July 2025 to the month of the date on which the eligible allottee resigns or retires from the position of director of the Company or another position specified by the board of directors by 12 (if this number exceeds 1, it shall be set to 1) and multiplying this number by the number of allotted stocks owned by the eligible allottee at the time of their retirement or resignation (however, if the calculation results in a fraction less than 1 share, such fraction shall be rounded down).

    3. Acquisition of restricted stock without consideration

      If the transfer restrictions have not been lifted at the time of expiration of the transfer restriction period, the Company will automatically acquire all such restricted stock without consideration immediately after the expiration of the period.

    4. Provisions regarding the management of shares

      Each eligible allottee will complete the procedure to open an account at SMBC Nikko Securities Inc. to register or record the allotted shares in the manner designated by the Company and will hold and maintain the allotted shares in the account during the period until the transfer restrictions are lifted.

    5. Treatment of organizational restructuring, etc.

      In the event that the Company's General Meeting of Shareholders (or, in cases where approval at the Company's General Meeting of Shareholders is not required for the organizational restructuring, etc., a meeting of the Company's board of directors) approves a proposal regarding

      a merger agreement under which the Company will be the disappearing company, a share exchange agreement or share transfer plan under which the Company will be a wholly owned subsidiary, or other matters related to organizational restructuring, etc. (limited to any restructuring which has an effective date before the expiration of the transfer restriction period), and the organizational restructuring results in the retirement or resignation of an eligible allottee from the position of director or executive officer of the Company, the Company will, upon resolution of the board of directors, lift, immediately prior to the business day before the effective date of the organizational restructuring, the transfer restrictions on the number of allotted stocks, calculated by dividing the number of months from July 2025 to the month of the date the proposal is approved by 12 (if this number exceeds 1, it shall be set to 1) and multiplying this number by the number of allotted stocks owned by the eligible allottee on the date the proposal is approved (however, if the calculation results in a fraction less than 1 share, such fraction shall be rounded down).

  4. Basis for Calculation and Specific Details of Paid-in Amount

The disposal price for the disposal of treasury shares has been set at 1,093 yen, which is the closing price of the Company's common stock on the Tokyo Stock Exchange on the business day (June 26, 2025) immediately before the date of the board of directors resolution, in order to set a price which eliminates any arbitrariness. This is the market price immediately before the date of the board of directors resolution, which the Company believes is reasonable and does not constitute a particularly advantageous price.