Notice regarding the sale of own shares for
TOKYO, May 26, 2022 (GLOBE NEWSWIRE) — Internet Initiative Japan Inc. (“IIJ”, the “Company”, TSE Prime Market: 3774) announced that at the meeting of the IIJ Board of Directors held on May 26, 2022, he decided to sell his treasury shares (the “Treasury Share Sale” or the “Sale”), as the consideration for the restricted shares indicated below.
1. Presentation of the sale
| (1 | ) | Assignment date | June 15, 2022 |
| (2 | ) | Category and number of shares to be sold | 35,865 common shares of the Company |
| (3 | ) | Transfer price | 4,685 yen per share |
| (4 | ) | Total Elimination Price | 168,027,525 yen |
| (5 | ) | Awarded and number thereof, and number of stocks to sell |
8 directors of the Company (excluding part-time and external directors) 16,692 shares 15 executive corporate officers of the Company 14,291 shares 4 Company subsidiary directors (excluding part-time and external directors) 3,058 shares 3 Executive corporate officers of Company subsidiaries 1,824 shares |
| (6 | ) | Others | The sale of treasury shares is subject to the entry into force of the securities registration statement in accordance with the law on financial instruments and exchanges. |
2. Object and reason for elimination
The Company decided, at the meeting of the Board of Directors on May 25, 2020, to offer restricted stock compensation equivalent to performance-related bonuses (the “Plan”) for the directors of the Company (at excluding part-time and external directors). directors, “Eligible Directors”) and senior officers of the Company (collectively, “Eligible Directors, etc.”), for the purpose of providing medium and long-term incentives to Eligible Directors, etc. and to further promote shared value with shareholders. In addition, at the 28th Ordinary General Meeting of Shareholders held on June 24, 2020, it was approved that requests for monetary compensation be paid to eligible directors, within the limits of the existing maximum aggregate amount of compensation for directors of the IIJ, under the scheme as monetary compensation to be provided for the acquisition of restricted stock and the aggregate number of ordinary shares issued or transferred by the Company to eligible directors will be 80,000 shares or less per annum. (The Company has completed a two-to-one stock split with a record date of December 31, 2020. Accordingly, the aggregate number of ordinary shares issued or transferred by the Company to eligible directors has been adjusted from 40,000 shares or less per year to 80,000 shares or less per year). In addition, IIJ Global Solutions Inc. (“IIJ-Global”), which is our wholly-owned subsidiary, decided at the meeting of the board of directors held on April 26, 2022 to provide restricted stock compensation to directors of IIJ-Global (excluding part-time and outside directors) and officers of IIJ-Global (collectively, “Eligible Directors, etc. of IIJ-Global”), with the same purpose and same content as the program.
The board of directors has decided to provide a total amount of 168,027,525 yen as monetary compensation (therefore, 35,865 ordinary shares of the company to be sold, including 16,692 shares for eligible directors), which is equivalent to performance bonuses for the 2021 financial year for eligible directors, etc. and eligible directors, etc. of IIJ-Global, taking into account our consolidated financial results and the non-consolidated financial results of IIJ and IIJ-Global, as well as the disposal of treasury stock as restricted stock compensation for eligible directors , etc. and eligible directors, etc. of IIJ-Global. Overviews of the plan are shown below.
Plan Overviews
Eligible directors, etc. will pay the full amount of requests for monetary compensation granted to them as investment assets in cash and will receive common shares issued or transferred by the Company (the “Award Shares”). The Board of Directors will determine the amount to be paid per share. This amount will be based on the closing price of the ordinary shares of the Company on the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution of the Board of Directors (the closing price on the last day on which trading took place on ‘there is not traded that day), and will be an amount that will not provide eligible directors, etc. who receive the ordinary shares at a particularly favorable price.
In addition, the issue or transfer of Award Shares will be subject to a restricted stock award agreement (the “Award Agreement”) entered into between the Company and each Eligible Director, etc. An overview of the Award Agreement is described in point 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 total amount of claims for monetary compensation granted by IIJ-Global to such eligible directors. , etc. of IIJ-Global (the Company shall assume the obligations of IIJ-Global to eligible directors, etc. of IIJ-Global arising from claims for monetary compensation granted to such eligible directors, etc. of IIJ-Global), and will receive ordinary shares issued or transferred by the Company.
3. Subdivision Agreement Overview
| (1) | Transfer restriction period |
| Eligible Directors, etc. : From the date of transfer to the time when the eligible directors, etc. resign from their position as directors and/or officers of the Company. Eligible Directors, etc. of IIJ-Global: From date of divestiture to when eligible directors, etc. of IIJ-Global resign as directors and/or officers of IIJ-Global. |
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| (2) | Conditions for removing transfer restrictions |
| The Company will remove the transfer restrictions in respect of the Award Shares in their entirety upon expiry of the transfer restriction period, provided that the Eligible Directors, etc., have continuously served as directors or officers of the Company. Company during transfer restriction period, and provided that in respect of eligible directors etc. or eligible directors, etc. of IIJ-Global, transfer restrictions on assigned shares will be removed and those shares will be inherited). If certain grounds prescribed in the Award Agreement, such as if an Eligible Director, etc. withdraws from office during the restriction period or upon expiration of the restriction period for any reason other than those deemed justifiable by the Company (retirement during the tenure period for personal reasons not deemed justifiable by the Company, etc. ), the Company will naturally acquire the Awarded Shares for no consideration. Vesting of shares granted without consideration for eligible directors, etc. of IIJ-Global is the same as above. | |
| (3) | Equity Management |
| In order to prevent the Award Shares from being transferred, guaranteed or otherwise disposed of during the transfer restriction period, the Award Shares will be managed by a specified securities company during the transfer restriction period in a dedicated account opened by each Director Eligible, etc., at Nomura Securities Co., Ltd. during the transfer restriction period. In order to ensure the effectiveness of transfer restrictions etc. relating to the Awarded Shares, the Company has entered into an agreement with Nomura Securities Co., Ltd. regarding the management of the accounts of Awarded Shares held by each Eligible Director, etc. In addition, Eligible Directors, etc. will give their consent to the content of the management of said account. Share management for eligible directors, etc. of IIJ-Global is the same as above. | |
| (4) | Treatment in case of organizational restructuring, etc. |
| If a question regarding 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 subsidiary owned by another entity, is approved by the general meeting of shareholders of the company (or by the board of directors of the company if such organizational restructuring, etc. does not require the approval of the general meeting of shareholders of a company) during the transfer restriction period, the company will, on the basis of a resolution of the Board of Directors of the Company, remove the restriction on the transfer of Shares allocated on a date prior to the effective date of this organizational restructuring, etc. Treatment in case 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 sale price of the treasury shares will be set at 4,685 yen, i.e. the closing price of one ordinary share of the Company on the Tokyo Stock Exchange on May 25, 2022, the business day immediately preceding the Board of directors took the resolution. This is the market price of the share immediately before the date of the resolution, and the Company believes this to be a reasonable price and not a particularly advantageous one.
About Internet Initiative Japan Inc.
Founded in 1992, IIJ is one of Japan’s leading providers of Internet access and complete network solutions. IIJ and its group companies provide comprehensive network solutions that primarily cater to high-end enterprise customers. IIJ’s services include high-quality Internet connectivity services, mobile services, security services, cloud computing services and systems integration. Additionally, IIJ operates one of the largest internet backbone networks in Japan which is connected to the US, UK and Asia. IIJ was listed on the First Section of the Tokyo Stock Exchange (“TSE”) in 2006 and moved to TSE First Market from April 2022.
IIJ Investor Relations
Tel: +81-3-5205-6500 Email: ir@iij.ad.jp URL: https://www.iij.ad.jp/en/ir