Notice Regarding the Disposal of Treasury Stock for Restricted Stock Remuneration - Seite 2

The Board of Directors decided to provide a total amount of 124,030,720 yen as monetary remuneration claims (consequently 42,130 shares of the Company’s common stocks to be disposed, including 19,975 shares for Eligible Directors) which is equivalent to performance-linked bonuses in FY2022 for Eligible Directors, etc. and Eligible Directors, etc. of IIJ-Global, taking into consideration our consolidated financial results, and non-consolidated financial results of IIJ and IIJ-Global, along with the disposal of treasury stock as the restricted stock remuneration for Eligible Directors, etc. and Eligible Directors, etc. of IIJ-Global. Overviews of the Scheme are shown below.

[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 Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors resolution (the closing price on the most recent day on which trading has taken place if there is no trading on that day), and will be an amount that does not provide the Eligible Directors, etc. who receive the common stock with a particularly advantageous price.

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.