Sumitomo Rubber Industries, Ltd. TSE:5110
Sumitomo Rubber Industries : Notice Regarding Disposal of Treasury Shares as Restricted Stock Compensation
Source: MarketScreener
For Immediate Release
March 26, 2026
Company name: Sumitomo Rubber Industries, Ltd. Representative: Yasuaki Kuniyasu,
President and CEO, Representative Director
Securities code: 5110 (TSE Prime Market) Contact: Shinji Araki,
Executive Officer, General Manager
Accounting & Finance Headquarters Phone: +81-78-265-3000
Notice Regarding Disposal of Treasury Shares as Restricted Stock Compensation
Sumitomo Rubber Industries, Ltd. (Head Office：Kobe City, Hyogo Prefecture; hereinafter the "Company") hereby announces that its Board of Directors, at meeting held on March 26, 2026, resolved matters pertaining to the Disposal of Treasury Shares as restricted stock compensation (hereinafter the "Disposal of Treasury Shares").
Overview of the Disposal
（１）
P a y m e n t D a t e
April 24, 2026
（２）
Type and Number of Shares
t o b e D i s p o s e d
Common stock of the Company: 11,000 shares
（３）
Disposal Price
2,125 yen per share
（４）
Total Disposal Amount
23,375,000 yen
（５）
Recipients of Allocated S h a r e s , N u m b e r o f Recipients, and Number of
S h a r e s A l l o c a t e d
Directors (excluding outside directors):５ persos, 11,000 shares
Purpose and Reasons for the Disposal of Treasury Shares
At the meeting of the Board of Directors held on February 9, 2022, the Company resolved to introduce a restricted stock compensation plan (hereinafter the "Plan") for the Company's directors (excluding outside directors; hereinafter the "Eligible Directors") for the purposes of providing incentives to achieve sustainable enhancement of the Company's corporate value and further promoting the sharing of value with shareholders. Further, at the 130th Ordinary General Meeting of Shareholders held on March 24, 2022, the shareholders approved, among other matters, the payment to the Eligible Directors of monetary compensation claims of up to 40 million yen per year for the granting of restricted stock under the Plan, as well as the issuance of up to 20,000 shares of restricted stock per year.
In consideration of the purpose of the Plan, the Company's business performance, the scope of responsibilities of each Eligible Director, and various other circumstances, the Company has resolved to grant the Eligible Directors monetary compensation claims in the total amount of 23,375,000 yen, on
the condition that such monetary compensation claims will be contributed in kind as property contributed upon payment for this Disposal of Treasury Shares. The Company has also resolved to conduct this Disposal of Treasury Shares for the Eligible Directors.
Furthermore, for the purpose of providing incentives to achieve sustainable enhancement of the Company's corporate value and realizing the sharing of shareholder value - which are the primary objectives of the introduction of the Plan - the transfer restriction period is set to continue until the date on which each Eligible Director resigns, as described in Section 3 below.
Overview of the Restricted Stock Allotment Agreement
The Company and each Eligible Director will individually enter into a restricted stock allotment agreement (hereinafter the "Allotment Agreement"), the outline of which is as follows:
Transfer Restriction Period
The transfer restriction period shall be from the date on which the Eligible Director is allotted the shares pursuant to the Allotment Agreement until the date of resignation. During this period, the Eligible Director shall not transfer, create any security interest over, or otherwise dispose of the allotted shares of the Company's common stock (hereinafter the "Allotted Shares").
Lifting of Transfer Restrictions
Subject to the Eligible Director's resignation being for a reason deemed legitimate by the Board of Directors of the Company, the Company shall lift the transfer restrictions on all of the Allotted Shares at the time the transfer restriction period expires (provided, however, that in the event the Company acquires all or part of the Allotted Shares without consideration pursuant to item (3)(ii) below, the restrictions shall be lifted only for the portion remaining after such acquisition).
Acquisition of Allotted Shares Without Consideration
The Company shall automatically acquire without consideration any Allotted Shares for which the transfer restrictions have not been lifted pursuant to item (2) above at the time the transfer restriction period expires.
In addition, if an Eligible Director resigns during the period of service subject to compensation, the Company shall acquire without consideration a number of Allotted Shares corresponding to the remaining portion of such period. Furthermore, if certain specified events occur, such as misconduct, as stipulated in the Allotment Agreement, the Company may acquire all or part of the Allotted Shares without consideration.
Management of Shares
To ensure that the Allotted Shares cannot be transferred, pledged, or otherwise disposed of during the transfer restriction period, the shares will be managed in a dedicated account for restricted stock opened by each Eligible Director at Daiwa Securities Co. Ltd. during the transfer restriction period.
Treatment in the Event of Reorganization
Notwithstanding item (1) above, if matters relating to organizational restructuring-such as a merger agreement under which the Company becomes the dissolving company, a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary, or any other form of
reorganization-are approved at a General Meeting of Shareholders (or, if such approval is not required at a shareholders' meeting, by the Board of Directors), the Company may, by resolution of the Board of Directors, lift the transfer restrictions on a reasonable number of the Allotted Shares based on the period from the commencement date of the transfer restriction period to the effective date of the reorganization, prior to such effective date. In this case, the Company shall automatically acquire without consideration any Allotted Shares for which the transfer restrictions remain in effect immediately after the restrictions are lifted.
Basis for Calculation of Payment Amount and Details Thereof
To eliminate arbitrariness in the disposal price for this Disposal of Treasury Shares to the intended recipients, the Company has set the disposal price at 2,125 yen, which is the closing price of the Company's shares on the business day immediately preceding the date of the Board of Directors' resolution.
The Company considers that the disposal price for this Disposal of Treasury Shares is not particularly advantageous to the intended recipients and is reasonable.