Press Releases 2023
SoftBank Corp. (hereinafter the “Company”) hereby announces that at the meeting of the Board of Directors held on June 20, 2023, its Board of Directors resolved to dispose of the Company's treasury stock as restricted stock compensation (hereinafter the “Disposal of Treasury Stock” or “Disposal”) as follows.
1. Overview of the Disposal of Treasury Stock
|(1) Disposal date||July 20, 2023|
|(2) Class and number of shares subject to Disposal||1,117,100 shares of common stock of the Company|
|(3) Disposal price||JPY 1,521.0 per share|
|(4) Total value of Disposal||JPY 1,699,109,100|
|(5) Grantees of shares and number thereof; number of shares to be allotted||Directors of the Company:
5 Directors, 875,300 shares
Executive Officers of the Company:
3 Executive Officers, 241,800 shares
|(6) Other||The Disposal of Treasury Stock is conditioned on the effectuation of the securities registration statement in accordance with the Financial Instruments and Exchange Act.|
2. Purpose and reasons for Disposal
On May 21, 2020, the Company, pursuant to Article 370 of the Companies Act and Article 23 of the Articles of Incorporation of the Company (Written Resolution), resolved to introduce a Restricted Stock Compensation Plan (hereinafter the “Plan”) for the Company's directors (excluding external directors; directors receiving restricted stock are hereinafter referred to as “Eligible Director(s)”) and Executive Officers (collectively with Eligible Director(s), hereinafter “Eligible Director(s) and (or) Officer(s)”) in order to provide an incentive to sustainably improve the Company's corporate value and to further promote the sharing of values between the directors and the shareholders. At the 35th Ordinary General Meeting of Shareholders held on June 22, 2021, the Company obtained approval regarding changing the maximum amount and details of monetary compensation claims for granting restricted stock based on the Plan from an amount not exceeding ¥1,500 million (1 million shares) per year to an amount not exceeding ¥8,000 million (5.4 million shares) per year (excluding the employee's salary portion for directors who concurrently serve as employees) with the aim of increasing the ratio of share-based compensation in compensation and the like paid to the directors among other aims.
On this occasion, based on the Plan, after the consideration of the purpose of the Plan, the Company's business performance, the scope of duties of each of the Eligible Directors and Officers, and various circumstances, the Company decided to grant a total amount of 1,699,109,100 yen in monetary compensation claims and allot 1,117,100 shares of the common stock of the Company by way of in-kind contribution for the said monetary compensation claim to the Eligible Directors and Officers. The transfer restriction period is between the date each Eligible Director or Officer is allotted the Company's shares of common stock (hereinafter “Allotted Shares”) based on the Allotment Agreement (defined below) and the date the Eligible Director or Officer retires from all of his or her posts as director, corporate officer, executive officer, or employee of the Company (collectively, hereinafter “Officer Posts”; that transfer restriction period, hereinafter the “Transfer Restriction Period”).
For the Disposal of Treasury Stock, the Eligible Directors and Officers to whom the stock is scheduled to be allotted will pay in all of the aforementioned monetary compensation claim as property contributed in kind and will receive the common stock of the Company subject to Disposal by the Company. In regard to the Disposal of Treasury Stock, the Company and Eligible Directors and Officers shall conclude a Restricted Stock Allotment Agreement (hereinafter the “Allotment Agreement”) which includes the details mentioned in “3. Overview of the Allotment Agreement”.
3. Overview of the Allotment Agreement
(1) Transfer Restriction Period
Each Eligible Director or Officer shall not transfer, create a security interest on, or dispose of Allotted Shares (hereinafter the “Transfer Restrictions”) between the date that the Eligible Director or Officer is allotted the Allotted Shares based on the Allotment Agreement and the date the Eligible Director or Officer retires from all Officer Posts in the Company.
(2) Treatment in cases of retirement or resignation
If an Eligible Director or Officer has retired or resigned from all Officer Posts prior to the expiration of the Transfer Restriction Period, the Company shall, as a matter of course, acquire his or her Allotted Shares without compensation unless there are justifiable reasons for the retirement or resignation, such as expiration of the term of office, reaching the mandatory retirement age, death, resignation for reasons of the Company, or voluntary resignation (excluding cases that fall under changing to a job with a competitor of the Company, unless such employment or assumption of office is approved by, or at the request of, the Company).
(3) Termination of the Transfer Restrictions
Notwithstanding the provisions of (1) above, the Company shall terminate the Transfer Restrictions for all Allotted Shares upon the expiration of the Transfer Restriction Period provided that the Eligible Director or Officer in question continuously held an Officer Post of the Company during the Transfer Restriction Period.
(4) Acquisition without compensation at the expiration of the Transfer Restriction Period
The Company shall, as a matter of course, acquire Allotted Shares for which the Transfer Restrictions have not been terminated pursuant to (3) above at the time of expiration of the Transfer Restriction Period without compensation.
(5) Administration of shares
To prevent any Eligible Director or Officer from transferring, creating a security interest on, or disposing of Allotted Shares during the Transfer Restriction Period, Allotted Shares will be administered in a dedicated account with Mizuho Securities Co., Ltd. opened by each Eligible Director or Officer during the Transfer Restriction Period. To enforce the Transfer Restrictions, etc. on Allotted Shares, the Company has concluded a contract with Mizuho Securities Co., Ltd. for the administration of the accounts for Allotted Shares held by each Eligible Director or Officer. In addition, the Company has obtained consent from the Eligible Directors and Officers as to the details of the Transfer Restrictions, etc.
(6) Procedure in the event of organizational restructuring, etc.
Notwithstanding the provisions of (1) above, if a merger agreement in which the Company will be the absorbed company, a share exchange agreement or a share transfer plan in which the Company will become a wholly owned subsidiary, or any other matter related to organizational restructuring or the like is approved at the Company's General Meeting of Shareholders (or by the Board of Directors of the Company, where such organizational restructuring or the like does not require approval of the General Meeting of Shareholders of the Company) during the Transfer Restriction Period, the Company shall, by resolution of the Board of Directors of the Company, terminate the Transfer Restrictions for all Allotted Shares, prior to the effective date of such organizational restructuring or the like. In such case, immediately subsequent to the termination of the Transfer Restrictions, the Company shall, as a matter of course, acquire Allotted Shares for which the Transfer Restrictions have not been terminated without compensation.
(7) Return of shares without compensation
If a specified event occurs, such as the Board of Directors of the Company determining that an Eligible Director or Officer has, in any material respect, violated laws and regulations or internal rules of the Company or breached the Allotment Agreement, the Company may acquire the Allotted Shares without compensation or take other similar measures. Furthermore, if any material revision, amendment, or the like is made to the figures in the financial statements used as the basis for calculating performance-based compensation, the same measures may be taken, taking into account the job responsibilities of the relevant Eligible Director or Officer.
4. Basis of calculating the amount to be paid in for Allotted Shares and other specific details
The Disposal of Treasury Stock shall be funded by the monetary compensation claim provided as a restricted stock compensation by the Company under the Plan. The Disposal price is the closing price of shares of the Company's common stock on the Tokyo Stock Exchange on June 19, 2023 (the business day before the date of the Board of Directors resolution). Therefore, the Company believes that this is reasonable and does not represent a particularly advantageous price.
5. Matters regarding transactions, etc. with controlling shareholders
The Disposal of Treasury Stock qualifies in part as transactions or the like with controlling shareholders because one of the Eligible Directors and Officers who will receive allotment concurrently serves as a board director of SoftBank Group Corp., the parent company of the Company.
(1) Measures to ensure fairness and to prevent conflicts of interest
The Disposal of Treasury Stock complies with provisions and procedures specified in laws, regulations, rules, and the like. In addition, the method of determining the amount to be paid in and other details, conditions, and the like is being implemented properly with no deviations from normal details and conditions for restricted stock compensation, as indicated above in “2. Purpose and reasons for Disposal” and “3. Overview of the Allotment Agreement.” Moreover, in order to avoid a conflict of interest, the said director did not participate in the deliberations and resolution of the Board of Directors meeting related to the Disposal of Treasury Stock.
(2) Opinions relating to not being disadvantageous to minority shareholders
The details of the Disposal of Treasury Stock and the appropriateness of the conditions have been discussed and resolved at the Company's Board of Directors meeting held today. In adopting a resolution at the said Board of Directors meeting, all of the external directors and external Audit & Supervisory Board members who have no relationship of interest with controlling shareholders have expressed their opinions today that the details and conditions of the Disposal of Treasury Stock to be resolved at the Board of Directors meeting are appropriate and are not disadvantageous to minority shareholders because (a) the Disposal of Treasury Stock is being made within the bounds of the matters approved at the 35th Annual General Meeting of Shareholders, (b) measures to ensure fairness and to prevent conflicts of interest have been taken as described above in “(1) Measures to ensure fairness and to prevent conflicts of interest”, (c) the Disposal of Treasury Stock is being implemented properly with no deviations from normal details and conditions for restricted stock compensation as described above in “3. Overview of the Allotment Agreement”, (d) they believe that the Disposal price of the Disposal of Treasury Stock is reasonable and does not constitute a particularly advantageous price as described above in “4. Basis of calculating the amount to be paid in for Allotted Shares and other specific details”, and (e) the aims of the Disposal of Treasury Stock include provision of incentives to the Eligible Directors and Officers to sustainably increase the corporate value of the Company, and further promotion of the sharing of values between the Eligible Directors and Officers and the shareholders.
(3) Applicability of transactions, etc. with controlling shareholders and compliance with the policy on measures to protect minority shareholders
The “Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder” of the Company as of the date of this notice is as follows. The Disposal of Treasury Stock was decided based on the following policy, and the aim of the Disposal of Treasury Stock is the provision of incentives to the Eligible Directors and Officers to sustainably increase the corporate value of the Company and the further promotion of the sharing of values between the directors and the shareholders. Therefore, the Company believes that the Disposal of Treasury Stock to an Eligible Director or Officer who concurrently serves as board director of the parent company of the Company will be in the interests of minority shareholders and is in line with the following policy.
The Company recognizes that related party transactions including transactions with the parent company group are transactions that may have an impact on the financial position or the results of operations by using the advantageous position of the related party. As such, in implementing related party transactions, the Company carries out important transactions upon approval of the board of directors each time, by paying particular attention to whether such transactions are rational from a managerial standpoint of the Group and whether the terms and conditions of the transactions are appropriate compared to external transactions, in accordance with the Related Party Regulations and Related Party Transactions Management Manual. Of these transactions, those constituting especially important transactions are referred to the Special Committee comprised solely of Independent External Directors, which then reports its findings to the Board of Directors.
Even with regard to related party transactions that do not fall under important transactions, the Finance and Accounting Division monitors the aggregate amount and details of such transactions once a year in principle.
In addition, the Board of Directors Rules stipulate that the board of directors must approve transactions conducted by directors if these may compete or cause conflicts with the Company's interests. Each transaction is subject to approval by the board of directors and the transaction results are reported to the board of directors.
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