Press Releases 2024
Notice Regarding Disposal of Treasury Stock
as Restricted Stock Compensation
June 20, 2024
SoftBank Corp.
SoftBank Corp. (hereinafter the “Company”) hereby announces that at the meeting of the Board of Directors held on June 20, 2024, 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 19, 2024 |
|---|---|
| (2) Class and number of shares subject to Disposal | 2,169,500 shares of common stock of the Company |
| (3) Disposal price | JPY 1,950.0 per share |
| (4) Total value of Disposal | JPY 4,230,525,000 |
| (5) Grantees of shares and number thereof; number of shares to be allotted | Directors of the Company: 4 Directors, 1,471,600 shares Executive Officers of the Company: 7 Executive Officers, 697,900 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 4,230,525,000 yen in monetary compensation claims and allot 2,169,500 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, 2024 (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.
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