January 19, 2024
Company name:
Representative:
Securities code:
Inquiries:

APAMAN Co., Ltd.
Koji Omura, President and CEO
8889 (TSE Standard)
Masahiro Takata, Deputy Executive
Manager, Administration Division
TEL: +81-570-058-889

Notice of Issuance of New Shares as Restricted Stock Compensation Plan
The Board of Directors of Apaman Co., Ltd. (the “Company”) approved a resolution on January 19, 2024 to issue
new shares as restricted stock compensation (the “Issuance of New Shares”) as described below.
1.

Outline of the issuance
(1)

(3)
(4)

Payment date
Class and number of shares
to be issued
Issue priceTotal amount of issued shares(5)

Allottees(6)

Other items

(2)

2.

February 5, 2024
80,000 shares of the Company’s common stock
459 yen per share
36,720,000 yen
Two Directors (excluding Outside Directors) of the Company:
80,000 sharesWith respect to the Issuance of New Shares, the Company has
submitted a securities registration statement in accordance with theFinancial Instruments and Exchange Act.

Purpose and reason for the issuanceAt the 22nd Ordinary General Meeting of Shareholders held on December 24, 2021, the Company obtainedapproval for the introduction of a restricted stock compensation plan (the “Compensation Plan”) under which
the Company’s Directors (excluding Outside Directors) will be granted restricted stock for the purpose of
sharing the benefits and risks of stock price fluctuations with shareholders, and to further increase theirmotivation to contribute to the increase in stock price and corporate value. The Company also has obtained thefollowing approvals at this meeting in accordance with the Compensation Plan: The total monetarycompensation claims to be paid to the Company’s Directors (excluding Outside Directors) as remuneration forrestricted stock shall be set at 50 million yen or less per year; the total number of shares of restricted stock to
be allotted to Directors (excluding Outside Directors) shall be up to 80,000 shares; and the period of restriction
on transfer of shares with transfer restrictions shall be three years or longer as determined by the Board ofDirectors.
Today, the Board of Directors resolved to grant restricted stock to two Directors (excluding Outside Directors)of the Company, who are the planned allottees (the “Allotees”), as the restricted stock compensation for theperiod from the 24th Ordinary General Meeting of Shareholders to the 25th Ordinary General Meeting ofShareholders to be held in December 2024. The Company has resolved to allot 80,000 shares of its common
stock as specified restricted stock and pay a total of 36,720,000 yen in monetary compensation claims to theAllottees through a contribution in kind of all the monetary compensation claims. The amount of the monetarycompensation claims against each of the Allottees has been determined after comprehensively taking into
consideration various matters such as the degree of contribution of Allottees to the Company. In addition, such1monetary compensation claims will be paid on the condition that each Allottee concludes a contract forallotment of restricted stock with the Company (the “Allotment Agreement”) that includes, in general, thefollowing details.
The period of restriction on transfer is set at three years in order to realize the purpose of introducing theCompensation Plan, which is for the Allottees to share the benefits and risks of stock price fluctuations withshareholders, and to further increase their motivation to contribute to the increase in stock price and corporate
value.
3.

Overview of the Allotment Agreement(1) Transfer restriction period
From February 5, 2024 to February 4, 2027
During the period above (the “Transfer Restriction Period”), the Allottees shall not be able to transfer therestricted stock allotted to them (the “Allotted Stock”) to a third party, establish a pledge on it, create atransferable security interest on it, gift it inter vivos, bequest it, or otherwise dispose of it in any way (the“Transfer Restriction”).
(2) Acquisition of restricted stock without consideration
In the event that an Allottee retires from the position of Director on or after the day of the commencementof the Transfer Restriction Period and until the day prior to the date the first subsequent Ordinary General
Meeting of Shareholders is held, the Company shall, as a matter of course, acquire the Allotted Stock without
consideration, excluding cases when the reason for retirement is recognized as fair by the Company’s Boardof Directors.
In addition, if there are shares among the Allotted Stock for which the Transfer Restriction has not been
removed based on the grounds for the removal of the Transfer Restriction in the below item (3) as of thetime the Transfer Restriction Period ends, then the Company shall, as a matter of course, acquire these stock
without consideration.
(3) Removal of Transfer Restriction
The Company shall remove the Transfer Restriction on all of the Allotted Stock held by an Allottee when
the Transfer Restriction Period ends, subject to the Allottee continuously holding the position of Director
from the day of the commencement of the Transfer Restriction Period until the day the first subsequent
Ordinary General Meeting of Shareholders. However, if the Allottee retires from the position of Director onor before the day of the commencement of the Transfer Restriction Period owing to a reason recognized asfair by the Company’s Board of Directors, the Company shall remove the Transfer Restriction relating to
the number of the Allotted Stock obtained by dividing the number of months from January 2024 to themonth in which the Allottee resigns as a Director of the Company by 12 (however, if the result of thecalculation exceeds 1, the number shall be 1) and multiplied it by the number of the Allotted Stock held by
the Allottee at that time, as of the time immediately after the retirement. If any fraction of less than one sharearises as a result of the calculation, such fraction shall be discarded.
(4) Provisions regarding management of shares
The Allottee shall complete the opening of an account at SMBC Nikko Securities Inc. to enter or record theAllotted Stock in a manner designated by the Company, and shall keep and maintain the Allotted Stock insuch account until the Transfer Restriction is removed.
(5) Treatment in organizational restructuring, etc.
In the event of a merger agreement where the Company will be the disappearing company, a share exchange
agreement or share transfer plan where the Company shall become a wholly owned subsidiary, or other2

proposal relating to reorganization, etc. being approved at the Ordinary General Meeting of Shareholders(limited to cases where the effective date of the reorganization, etc. falls before the time when the Transfer
Restriction Period expires, hereinafter the “time of approval of reorganization”) during the Transfer
Restriction Period (however, this shall be the Company’s Board of Directors in cases that do not requireapproval at the Ordinary General Meeting of Shareholders in relation to the reorganization, etc.), and in theevent that an Allottee retires from the position of Director as a result of the reorganization, etc., the Companyshall, by resolution of the Board of Directors, remove the Transfer Restriction relating to the number of theAllotted Stock obtained by dividing the number of months from January 2024 to and the month including
the date of such approval by 12 (however, if the result of the calculation exceeds 1, the number shall be 1)
and multiplying it by the number of the Allotted Stock held by the Allotees as of the date of such approval,
as of the time immediately preceding the business day before the effective date of the reorganization, etc. If
any fraction of less than one share arises as a result of the calculation, such fraction shall be discarded.
At the time of approval of reorganization, the Company shall, as a matter of course, acquire without
consideration all of the Allotted Stock for which the Transfer Restriction has still not been removed on thebusiness day immediately preceding the effective date of the reorganization, etc.
4.

Basis for calculation of the amount to be paid and its specific details
The issue price of the new shares to be issued is set at 459 yen, which is the closing price of the Company’scommon stock on the Tokyo Stock Exchange on the business day immediately preceding the date of theresolution by the Board of Directors (January 18, 2024), in order to eliminate arbitrariness. This is the market
price of the Company’s common stock immediately prior to the date of the resolution of the Board ofDirectors of the Company, and is considered to be a reasonable and not particularly favorable price.

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