1. Overview of the Disposal
(1) | Disposal date | ||
(2) | Class and number of shares to be disposed of | 42,130 shares of common stock of the Company | |
(3) | Disposal price | ||
(4) | Total disposal price | ||
(5) | Allottees and number thereof, and number of stocks to be disposed of | 9 Directors of the Company (excluding Part-time and Outside Directors) 19,975 shares 17 Executive Officers of the Company 17,286 shares 4 Directors of subsidiary of the Company (excluding Part-time and Outside Directors) 2,602 shares 5 Executive Officers of subsidiary of the Company 2,267 shares | |
(6) | Others | The Disposal of Treasury Stock is conditioned on the Securities Registration Statement taking effect in accordance with the Financial Instruments and Exchange Act. |
2. Purpose and reason of disposal
The Company decided, at the Board of Directors meeting held on
The Board of Directors decided to provide a total amount of
[Overviews of the Scheme]
Eligible Directors, etc. shall pay in the entire amount of monetary remuneration claims granted to them as a cash investment asset, and will receive shares of common stock issued or disposed of by the Company (the “Allotted Shares”). The Board of Directors will determine the amount to be paid in per share. This amount will be based on the closing price of the Company’s common stock on the
Moreover, issuance or disposal of the Allotted Shares shall be conditional upon a restricted stock allocation agreement (the “Allotment Agreement”) concluded between the Company and each Eligible Directors, etc. An overview of the Allotment Agreement is described in 3. below.
The scheme for IIJ-Global is basically the same as above, but Eligible Directors, etc. of IIJ-Global shall make an in-kind contribution to the Company of the entire amount of monetary remuneration claims granted by IIJ-Global to such Eligible Directors, etc. of IIJ-Global (the Company shall assume the obligations of the IIJ-Global owed toward Eligible Directors, etc. of IIJ-Global arising from the monetary remuneration claims granted to such Eligible Directors, etc. of IIJ-Global), and will receive shares of common stock issued or disposed of by the Company.
3. Overview of the Allotment Agreement
(1) Transfer restriction period
Eligible Directors, etc.: From the disposal date to the point in time when Eligible Directors, etc. resigns from the position of a director and/or an executive officer of the Company.
Eligible Directors, etc. of IIJ-Global: From the disposal date to the point in time when Eligible Directors, etc. of IIJ-Global resigns from the position of a director and/or an executive officer of IIJ-Global.
(2) Conditions for removing transfer restrictions
The Company shall remove the transfer restrictions with respect to the Allotted Shares in whole upon the expiry of the transfer restriction period, provided that as for the Eligible Directors, etc., they continuously served as a director or an executive officer of the Company during the transfer restriction period, and provided that as for Eligible Directors, etc. of IIJ-Global, they continuously served as a director or an executive officer of IIJ-Global during the transfer restriction period (In the case of death of Eligible Directors, etc. or Eligible Directors, etc. of IIJ-Global, the transfer restrictions on the Allotted Shares shall be removed and those shares shall be succeeded by inheritance). If certain grounds prescribed in the Allotment Agreement, such as if an Eligible Directors, etc. retires from the position during the restriction period or upon the expiration of the restriction period for any reason other than those deemed justifiable by the Company (retirement during the term of office due to personal reasons not deemed justifiable by the Company etc.), the Company will naturally acquire the Allotted Shares for no consideration. Acquisition of the Allotted Shares without considerations for Eligible Directors, etc. of IIJ-Global is the same as above.
(3) Management of shares
In order to prevent the Allotted Shares from being transferred, collateralized, or otherwise being disposed of during the transfer restriction period, the Allotted Shares shall be managed by a specified securities firm during the transfer restriction period in a dedicated account opened by each Eligible Directors, etc., at
(4) Treatment in the event of organizational restructuring, etc.
If a matter concerning the organizational restructuring, etc. of the Company, such as a merger agreement whereby the Company will be the non-surviving party to the merger, or a share exchange agreement or share transfer plan whereby the Company will become a wholly-owned subsidiary of another entity, is approved at the Company’s General Meeting of Shareholders (or by the Company’s Board of Directors if such organizational restructuring, etc. does not require approval at a Company’s General Meeting of Shareholders) during the transfer restriction period, the Company will remove, based on a resolution of the Company’s Board of Directors, the transfer restriction on the Allotted Shares on a date prior to the effective date of such organizational restructuring, etc. Treatment in the event of organizational restructuring, etc. for Eligible Directors, etc. of IIJ-Global is the same as above.
4. Basis for calculating the amount to be paid and its specific details
To avoid arbitrary pricing, the disposal price for the disposal of treasury stock shall be set at
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