Komori
Share Issuance and Disposal218ALiberaware Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Concerning the Issuance of Performance-Target- and Share-Price-Conditioned Stock Options (the 5th Series of Subscription Rights to Shares) and the Waiver of the 4th Series of Subscription Rights to Shares

A total of 209,900 units of the 5th Series of Stock Acquisition Rights, subject to the achievement of revenue and share price targets, will be issued to 141 employees at no cost. At the same time, holders of the 4th Series of Stock Acquisition Rights will waive all of their existing rights and are expected to switch to the 5th Series.

Worth reading
50Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1.05
Percentage of potential shares relative to the current total number of issued shares (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of performance target- and share price-conditioned stock options (5th Series of Stock Acquisition Rights) and waiver of the 4th Series of Stock Acquisition Rights

Who receives how much209,900Shares

209,900 shares (number of shares underlying the Stock Acquisition Rights)

141 employees of the Company and its subsidiaries: 209,900 units

The lower thin line represents the existing number of shares to which these shares will be added.

The Stock Acquisition Rights will be issued at no cost.
発行済株式総数

Approximately 1.05% (percentage relative to the current total number of issued shares if all of these Stock Acquisition Rights are exercised)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
The closing price on the date of the Board of Directors' resolution. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The floor price is Not disclosed.
Exercise period
From 4 August 2028 to 3 August 2036
Number of Stock Acquisition Rights
Total to be issued: 209,900 units. The number of unexercised units is Not disclosed.
Reason for acquisition without consideration
The Company may acquire the unexercised Stock Acquisition Rights at no cost if the necessary approvals or other procedures for a corporate reorganization have been completed, if a rights holder ceases to be a director, Audit & Supervisory Board member, employee or other personnel of the Company or its subsidiaries, or in the event of imprisonment or a more severe criminal penalty, competition with the Company, misconduct, attachment, insolvency proceedings, breach of contract, disappearance, grounds for disciplinary action, breach of the duty of loyalty or similar circumstances.
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Conditions for lifting transfer restrictions
The exercise conditions are the achievement of the performance target (consolidated net sales of ¥5.5 billion) and share price targets set in stages. The maximum number of Stock Acquisition Rights may be exercised when the share price reaches ¥5,292 and the prescribed performance target has been achieved.
Categories and Number of Persons Covered
141 employees of the Company and its subsidiaries: 209,900 units
Basis for determining the amount to be paid
The exercise price will be the closing price on the date of the Board of Directors' resolution determining the offering terms. If there is no closing price on that date, the closing price on the most recent trading day will be used. The specific closing price is Not disclosed.
Procedures under the Corporate Code of Conduct
Because the Stock Acquisition Rights will be issued at no cost at fair value and on terms that are not particularly favorable, they will be issued without shareholder approval. An opinion from an independent third party is Not disclosed.
Most recent equity financing
Resolution dated 12 September 2025: 4th Series of Stock Acquisition Rights, approximately 0.74% of the total number of issued shares at that time
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of performance target- and share price-conditioned stock options (5th Series of Stock Acquisition Rights) and waiver of the 4th Series of Stock Acquisition Rights
Number of shares to be issued or disposed of209,900 shares (number of shares underlying the Stock Acquisition Rights)
Issue price and disposal priceThe Stock Acquisition Rights will be issued at no cost.
Intended allottee141 employees of the Company and its subsidiaries: 209,900 units
Dilution RateApproximately 1.05% (percentage relative to the current total number of issued shares if all of these Stock Acquisition Rights are exercised)
Basis for determining the amount to be paidThe exercise price will be the closing price on the date of the Board of Directors' resolution determining the offering terms. If there is no closing price on that date, the closing price on the most recent trading day will be used. The specific closing price is Not disclosed.
Exercise priceThe closing price on the date of the Board of Directors' resolution. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The floor price is Not disclosed.
Exercise periodFrom 4 August 2028 to 3 August 2036
Number of Stock Acquisition RightsTotal to be issued: 209,900 units. The number of unexercised units is Not disclosed.
Conditions for lifting transfer restrictionsThe exercise conditions are the achievement of the performance target (consolidated net sales of ¥5.5 billion) and share price targets set in stages. The maximum number of Stock Acquisition Rights may be exercised when the share price reaches ¥5,292 and the prescribed performance target has been achieved.
Reason for acquisition without considerationThe Company may acquire the unexercised Stock Acquisition Rights at no cost if the necessary approvals or other procedures for a corporate reorganization have been completed, if a rights holder ceases to be a director, Audit & Supervisory Board member, employee or other personnel of the Company or its subsidiaries, or in the event of imprisonment or a more severe criminal penalty, competition with the Company, misconduct, attachment, insolvency proceedings, breach of contract, disappearance, grounds for disciplinary action, breach of the duty of loyalty or similar circumstances.
Categories and Number of Persons Covered141 employees of the Company and its subsidiaries: 209,900 units
Procedures under the Corporate Code of ConductBecause the Stock Acquisition Rights will be issued at no cost at fair value and on terms that are not particularly favorable, they will be issued without shareholder approval. An opinion from an independent third party is Not disclosed.
Most recent equity financingResolution dated 12 September 2025: 4th Series of Stock Acquisition Rights, approximately 0.74% of the total number of issued shares at that time
Items this document does not state (14)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Because changes in the business environment, business plan and share price level have made it difficult for the 4th Series of Stock Acquisition Rights to fully deliver its intended incentive effect, the eligible recipients and conditions will be reviewed. The changes will also address the increase in the number of employees, raise their motivation to drive business growth and enhance corporate value over the medium to long term, and promote the sharing of value with shareholders.

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Notice Concerning the Issuance of Performance-Target- and Share-Price-Conditioned Stock Options (the 5th Series of Subscription Rights to Shares) and the Waiver of the 4th Series of Subscription Rights to Shares | Liberaware Co.,Ltd. (218A) timely disclosure | Komori