SCAT Inc. (the “Company”) hereby announces that, at the meeting of its Board of Directors held on December 14, 2023, the Company reviewed the remuneration for directors and other officers and decided to establish the Restricted Stock Compensation Plan (hereinafter “the Plan”). As specified below, the Company is submitting a proposal related to the Plan to the 56th Annual Meeting of Shareholders (hereinafter “the Shareholders’ Meeting”) scheduled to be held on January 30, 2024.
🔳 Purpose of introduction
The Plan will be introduced as a compensation system that allocates restricted stock to the Company's directors and auditors (Excluding outside directors. Hereinafter referred to as "Eligible Officers"). The purpose of this is for the directors to continuously increase the company's corporate value and promote further sharing of value with shareholders, and for the auditors to prevent damage to the company's corporate value and maintain trust.
🔳 Introduction conditions
The Plan will provide eligible officers with monetary remuneration claims as compensation for the allocation of restricted stock. Therefore, a condition for the introduction of the plan is that shareholders approve the payment of this compensation at the Shareholders’ Meeting.
The amount of remuneration for directors of the Company was resolved at the general meeting of shareholders held on January 29, 2003 to be no more than 150 million yen per year (not including employee salaries). It was resolved at the general meeting of shareholders held on January 29, 2014 that the amount of remuneration for our company's corporate auditors would be no more than 24 million yen per year.
At the Shareholders’ Meeting of Shareholders, after comprehensively taking into account various matters such as the degree of contribution of the eligible officers to the Company, compensation related to restricted stock to the eligible officers will be provided within the scope of the amount of remuneration, etc. for directors and auditors mentioned above. We plan to request shareholder approval for setting the total amount of monetary remuneration claims to be paid as such.
🔳 Allotment and payment of restricted stock
The Company will pay monetary remuneration claims within the above annual amount as remuneration related to restricted stock to the Eligible Officers based on the resolution of the Company's Board of Directors and consultation with the Company's Audit & Supervisory Board Members, and each Eligible Officer Receive an allotment of restricted stock by paying all of the monetary remuneration claims through in-kind contributions.
🔳 Total number of restricted stocks
Director : Up to 20,000 shares per year（Total amount within 10 million yen）
Auditor : Up to 4,000 shares per year（Total amount within 2 million yen）
*****************************************************
Contact for Inquiries：
Sakae Takahashi
IR Manager & Corporate Planning Office Manager
Tel:03-6275-1130
E-mail : ir@scat.inc
*****************************************************
