The following is an English version of the official Japanese announcement, which has been given to the Tokyo Stock Exchange and the media in Tokyo, Japan.
July 29, 2022
For Immediate Release
SPARX Group Co., Ltd.
President and Group CEO Shuhei Abe
(Code: 8739, TSE Prime Market)
Notice on Decision-made Related to Acquiring Share for Stock
Compensation System
TOKYO-July 29, 2022-SPARX Group Co., Ltd. (the "Company") would like to inform you that the Board of Directors, at its meeting held today, decided on the matters relating to the acquision of our shares to be carried out by the trustee of the Trust. It was voted to implement stock compensation system (the "System") for the Company's non-Audit and Supervisory Committee directors (excluding outside directors; hereinafter, "Director" refers to non-Audit and Supervisory Committee directors who are not outside directors) back in May 6th, 2022. The Company also decided to submit a proposal regarding this System's implementation at its 33rd Ordinary General Meeting of Shareholders of the Company, held on June 10, 2022 (the "General Shareholders' Meeting") and this proposal was approved on that day. The details are outlined below.
１．Outline of the Trust
1. | Name | Stock grant trust for directors |
2. | Trustor | SPARX Group Co., Ltd. |
3. | Trustee | Sumitomo Mitsui Trust Bank, Limited |
(Secondary trustee：Custody Bank of Japan, Ltd.) | ||
4. | Beneficiaries | Company directors who satisfy the beneficiary requirements |
5. | Trust administrator | Plan to elect a third party independent from the Company and its |
directors | ||
6. | Exercising voting rights | The Trust shall not exercise the voting rights for the shares in the Trust |
during the trust period | ||
7. | Type of trust | Non-monetary trust for cash and other assets (a third-party-benefit trust) |
8. | Trust agreement date | August 17, 2022 |
9. | Trust starting date | August 17, 2022 |
10. Trust ending date | August-end, 2029 (provisional) |
２．Matters related to share acquision by the trustee of the Trust
1. | Type of shares to be acquired | Common stock |
2. Amount that the Company trust to fund the | 845,600,000 yen | |
acquisition of shares | ||
3. | Total number of shares to be acquired | 2,800,000 shares |
4. | Method of acquiring Company's shares | Disposal of Company's treasury stock |
5. | Date of stock acquisition | August 17, 2022 |
The following is an English version of the official Japanese announcement, which has been given to the Tokyo Stock Exchange and the media in Tokyo, Japan.
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For inquiries related to this release, contact:
SPARX Group Co., Ltd., Finance & Management Control Dept. Tel: 81-3-6711-9100 / Fax: 81-3-6711-9101
No further entry