Frontier International to Introduce Restricted Share Compensation Plan

TOKYO, Jul 03 (Pulse News Wire) – Frontier International Inc. (7050.T) announced today that it has decided to introduce a restricted share compensation plan for directors (excluding outside directors).

The board resolution was made during a meeting held on July 03, 2026. The proposal will be presented to shareholders at the upcoming 36th Annual General Meeting scheduled for July 30, 2026, pending shareholder approval. Under the new plan, directors will receive monetary claims as part of their remuneration, which will subsequently be converted into restricted shares. The total amount of monetary claims to be distributed annually will be capped at ¥50 million. Additionally, the number of ordinary shares to be newly issued or disposed of per year will be limited to 40,000. Adjustments will be made based on split ratios or consolidation rates if such actions occur post-resolution date. Each director will contribute the entire monetary claim received as capital towards acquiring ordinary shares from the company.

The subscription price per share will be determined by the board within a reasonable range, ensuring it does not favor individual directors disproportionately. Specific distribution schedules and allocations will also be finalized by the board. Furthermore, a restrictive agreement will be signed between the company and the directors stipulating that shares cannot be transferred to third parties or used as collateral during a designated restriction period. In certain circumstances, the company reserves the right to reclaim these shares without payment. This initiative aims to enhance sustainable corporate value and promote greater alignment with shareholders' interests. Previously, annual director compensation was approved up to ¥250 million at the 19th AGM held on July 30, 2009. At the upcoming AGM, shareholders will be asked to approve the introduction of this new compensation framework.