Deksirials' Stock Transfer with Restriction for Employee Incentives

Deksirials Announces Treasury Stock Sale for Employee Performance Incentives

In a recent resolution from the board of directors, Deksirials has made a significant decision regarding the disposal of its treasury stock as part of a performance incentive program for its employees. Scheduled for July 31, 2025, this move is aimed at enhancing corporate value and aligning the interests of employees with those of shareholders.

Overview of the Stock Disposal

The company plans to sell a total of 18,666 shares of its common stock at a price of 2,143 yen per share, summing up to approximately 40 million yen. These shares will be allocated to two employees from a subsidiary, highlighting Deksirials' commitment to rewarding key talent within its group.

Purpose of the Stock Disposal

Deksirials has established a stock compensation system with transfer restrictions to motivate employees who are identified as potential future executives. The program aims to foster a culture where employees actively contribute to the ongoing enhancement of corporate value and feel a shared sense of ownership with shareholders. By introducing this structure, the company is not only incentivizing employees but also promoting long-term value creation for its investors.

The board resolution also stipulates that the two employees will receive a monetary compensation of 40,001,238 yen, which they will contribute as a capital contribution in exchange for the 18,666 shares. This transaction is designed to take place during the designated salary period from July 1, 2024, to June 30, 2025.

Details of the Transfer Restrictions

The transfer restrictions on the allocated shares will remain in effect from July 1, 2025, until June 30, 2028. During this period, the employees will be prohibited from selling, mortgaging, or otherwise disposing of their shares. This measure is intended to ensure commitment to the company's goals and to support stability in share ownership.

In circumstances where an employee resigns or retires before the end of this restriction period, Deksirials retains the right to repurchase the shares without charge unless justified reasons are provided to the board. This clause is aimed at retaining talent while also acting as an incentive to remain with the company.

Conditions for Lifting Restrictions

Transfer restrictions on the allocated shares may be lifted upon the completion of the restriction period, assuming the employees have maintained their positions within the company. If employees leave the company for reasons deemed justifiable by the board, partial lifting of restrictions may be considered depending on the duration of their service compared to the total restriction period.

Stock Management Strategy

To manage the allocated shares properly, employees are required to open an account with SMBC Nikko Securities for recording and holding the shares until the restrictions are lifted. This ensures that the interests linked to these shares are adequately managed throughout the restricted period.

Handling of Organizational Changes

In the event of significant organizational changes such as mergers or corporate restructuring, the company has laid out provisions for managing the stock transfer and lifting the restrictions effectively. If Deksirials becomes part of a merger during the restriction period, there will be specific protocols for handling the stock ownership and addressing any unfulfilled restrictions on shares.

Valuation of New Shares

To maintain transparency and fairness in the issuance of new shares, the price of 2,143 yen per share was determined based on the market rate just before the board's decision, ensuring that it reflects a stable and reasonable market price and is not unduly favorable to any party.

In conclusion, Deksirials' approach to implementing a stock reward program with restrictions is a strategic move designed to align employee motivations with shareholder interests. This initiative reinforces Deksirials' focus on sustainable development and long-term value enhancement for all stakeholders involved.