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Notice regarding issuance of new shares as restricted stock compensation


SB Technology Corp.

The Company hereby announces that the Board of Directors meeting held today has resolved to issue new shares (hereinafter referred to as the "Issuance of New Shares") as follows.

Record

1. Overview of the new stock issue

(1) Payment date July 20, 2020
(2) Type and number of shares to be issued 2,200 shares of our common stock
(3) Issue price 3,440 yen per share
(4) Total amount issued 7,568,000 yen
(5) Persons to whom shares are to be allocated, their number, and the number of shares to be allocated Directors of the Company (excluding outside directors) 1 person 2,200 shares

2.Purpose and reason for issuance

The Company provides its directors (excluding outside directors; the directors who receive restricted stock are hereinafter referred to as "directors eligible for grant") and employees of the Company with the aim of sustainably increasing the corporate value of the Company. At the Board of Directors meeting held on May 15, 2019 and the 31st Ordinary General Meeting of Shareholders held on June 17, 2019, in order to provide incentives for improvement and to further share value with our shareholders. We have decided to introduce a "Restricted Stock Compensation Plan" (hereinafter referred to as the "Plan").
In addition, at the 31st Ordinary General Meeting of Shareholders held on June 17, 2019, based on this system, monetary compensation (hereinafter referred to as "Restricted Stock Compensation") will be provided as investment property for the acquisition of restricted stock. ), to provide eligible directors with restricted stock remuneration of up to 80 million yen per year (however, this does not include the employee salary of directors who also serve as employees), and with restricted stock. A resolution has been passed to approve the transfer restriction period of 3 to 5 years as determined by the Company's Board of Directors.
In this issuance of new shares, we will take into account the purpose of this system, the Company's business performance, the scope of duties of the directors eligible for grants, and various other circumstances. 7,568,000 yen will be paid to the directors eligible for the grant as restricted stock compensation, and the directors eligible for the grant will pay all of the monetary compensation claims by way of in-kind contribution. We have decided to issue 2,200 shares (hereinafter, the common shares of the Company issued through this issuance of new shares are referred to as the "Shares"). The monetary remuneration claim shall be made between the Director to whom the grant is granted and the Company, as outlined in 3. The payment will be made subject to the conclusion of a restricted stock allocation agreement (hereinafter referred to as the "Allotment Agreement") that includes the contents described in .
Based on this system, the transfer restriction period for the shares has been set as three years.

3.Summary of allocation contract

(1) Transfer restriction period
July 20, 2020 - July 19, 2023
Eligible Directors shall not transfer, create a security interest in, or otherwise dispose of the Shares during the period specified above (hereinafter referred to as the "Transfer Restriction Period") (hereinafter referred to as the "Transfer Restriction Period"). Says.).

(2) Conditions for lifting transfer restrictions
Provided that the Eligible Director continues to serve as a director, Corporate Auditor, executive officer, employee (including executive officer) or other equivalent position of the Company or its subsidiaries (collectively, the Company and its subsidiaries are hereinafter referred to as the "Company Group") during the Transfer Restriction Period, the transfer restrictions will be lifted for all of the Shares granted to the Eligible Director upon the expiration of the Transfer Restriction Period.

(3) Before the expiration of the transfer restriction period, the eligible director, etc. resigns or retires from the position listed in (2) above due to expiration of term of office, retirement, death, retirement due to company circumstances, or other justifiable reason. ”).

(4) Free acquisition by our company
Of the Shares granted to Eligible Directors, the Company will naturally acquire all of the Shares for which transfer restrictions are not lifted at the expiration of the transfer restriction period, free of charge, immediately after the expiration of the transfer restriction period. In addition, if certain circumstances fall under certain circumstances, such as when a director eligible for grant retires due to personal reasons during the transfer restriction period, the grant will be granted to the director eligible for grant as of the time the director falls under the said reason. Naturally, all of the shares will be acquired free of charge. In addition, if a director eligible for grant retires due to the justifiable reason stated in (3) above before the expiration of the transfer restriction period, the number of shares granted to the director eligible for grant will be calculated based on the month including the payment date. The number of months from 37 to the month including the date on which the eligible director retires for a valid reason, divided by 37, multiplied by the number of shares granted to the eligible director (however, the result of the calculation is (If a fraction less than one share arises, it shall be rounded down.) The number of shares obtained by subtracting the number of shares will be acquired free of charge at the time the eligible director retires for a justifiable reason. .

(5) Stock management
During the transfer restriction period, the shares will be managed in a dedicated account opened by the eligible director at a securities company designated by the Company, so that they cannot be transferred, set up a security interest, or otherwise disposed of during the transfer restriction period. In order to ensure the effectiveness of transfer restrictions, etc. related to the Shares, the Company will enter into an agreement with the designated securities company of the Company in connection with the management of the account of the Shares held by each Eligible Director. . In addition, the Eligible Directors shall agree to the details of the management of the relevant account.

(6) Handling in organizational restructuring, etc.
During the transfer restriction period, matters related to a merger agreement in which the Company becomes an extinguished company, a stock exchange agreement in which the Company becomes a wholly owned subsidiary, a stock transfer plan, and other organizational restructuring, etc. In cases where approval is not required by the general meeting of shareholders, the number of months from the month including the payment date to the month including the date of approval of the reorganization, etc., as determined by the company, if approved by the company's board of directors) divided by 37, multiplied by the number of Shares held by the eligible directors on the date of approval of the reorganization, etc. (However, if the calculation results in a fraction of less than 1 share, Transfer restrictions will be lifted for the Shares (the shares will be rounded down) immediately before the business day preceding the effective date of the reorganization, etc.

4. Basis for calculating the payment amount and its specific details

This issuance of new shares to the eligible directors will be based on the monetary compensation claims paid as restricted stock compensation for the Company's 33rd fiscal year (April 1, 2020 to March 31, 2021) under this plan. It is done as a property. The issue price is 3,440 yen, which is the closing price of the Company's common stock on the First Section of Tokyo Stock Exchange on June 25, 2020 (the business day before the date of the board of directors' resolution), to eliminate arbitrariness. That's what I mean. Since this is the market share price immediately before the date of the board of directors' resolution, we believe that this is a reasonable and not particularly advantageous price.

■The PDF of this release can be downloaded from the link below.
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Contact information for inquiries from media regarding this matter

○ SB Technology Corp. Corporate Planning Division Corporate Planning Department
Email: sbt-ir@tech.softbank.co.jp