SERAKU Co., Ltd.
Notice of Introduction of Restricted Stock Remuneration Plan
The board resolved to revise the directors' remuneration system and introduce a restricted stock remuneration plan. The total number of shares to be allocated to eligible directors will be capped at 21,000 shares (4,200 shares for outside directors), subject to approval at the shareholders meeting. Two allocation methods are envisaged: free allocation and allocation by contribution in kind of monetary claim, with a transfer restriction period of three years or more. Provisions are set for lifting transfer restrictions and gratuitous acquisition of shares upon satisfaction of conditions.
Key Figures
- Total number of restricted shares: 21,000 shares (of which 4,200 shares are for outside directors)
- Annual cap: Total annual amount of restricted stock remuneration limited to 36,000 thousand yen (of which outside directors limited to 7,200 thousand yen)
- Method of allocation to eligible directors: Free allocation or contribution in kind
AI要約
Overview of the Plan Introduction
Based on a resolution of the Board of Directors, the Company resolved to introduce a restricted stock remuneration plan and will submit the matter to the 39th Ordinary General Meeting of Shareholders scheduled for November 27, 2026. Eligible directors will be allocated restricted shares, and allocation may be implemented either by free allocation or by contribution in kind of monetary remuneration claims. The transfer restriction period will be three years or more, and transfer restrictions will be lifted upon expiration if the conditions for release are met.
Impact on Shareholders and Conditions
The total number of restricted shares will be capped at 21,000 shares (of which 4,200 shares are for outside directors), and reasonable adjustments will be made in the event of stock splits, reverse splits, etc. The allocation agreement will stipulate the details of transfer restrictions, gratuitous acquisition, release conditions, and handling in the event of corporate reorganizations, and will also set out treatment when a director loses their position.
SERAKU Co., Ltd.
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