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Share Issuance and Disposal2317Systena CorporationInformation and Communications, Services and Others

Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights)

The Company resolved to issue paid stock acquisition rights (stock options) to its directors and employees. The rights may be exercised if specified performance targets and stock price conditions are met. If all the rights are exercised, the number of shares outstanding will increase by the equivalent of 5.00%.

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Details of issuance or disposal

Issuance of paid stock options (stock acquisition rights)

Who receives how much

212,940 stock acquisition rights (100 common shares per right; 21,294,000 underlying shares)

7 directors of the Company207,190 stock acquisition rights (20,719,000 underlying shares)
1 employee of the Company5,750 stock acquisition rights (575,000 underlying shares)

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥300 per stock acquisition right
Total issue value

¥63,882,000 (212,940 rights × ¥300)

Amount of funds to be raised
Total payment amount of ¥63,882,000; approximate net proceeds Not disclosed
Total Stock-Based Compensation
The rights will be subscribed for on a paid basis based on individual investment decisions, rather than being provided as compensation. Total equity compensation Not applicable
Existing Shares and Increase
+5.00%Rate of increase
425,880,000 shares447,174,000Shares

5.00% (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 initial exercise price is ¥422 per share. Adjustment provisions apply in connection with share splits and consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, corporate reorganizations and other events. The lower limit for adjustments Not disclosed.
Exercise period
Start Date 1 July 2029 / End date 9 April 2046
Number of Stock Acquisition Rights
Total number issued: 212,940 rights; number of unexercised rights Not disclosed
Reason for acquisition without consideration
The Company may acquire the stock acquisition rights without consideration if the prescribed approvals or other procedures are completed for a merger, company split, share exchange, share transfer or other transaction, or if the rights can no longer be exercised under the exercise conditions.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 7 / Number of allocated shares 207,190 stock acquisition rights (20,719,000 shares), Category The Company's employees / Number of Employees 1 / Number of allocated shares 5,750 stock acquisition rights (575,000 shares)
Payment date
30 April 2026
Basis for determining the amount to be paid
The issue price was determined with reference to the calculation by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking into account the Company's stock price information and other factors. Discount rate and premium rate Not disclosed.
Procedures under the Corporate Code of Conduct
Because the rights will be issued for cash at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining shareholder approval. The issue price was determined with reference to the valuation by a third-party valuation institution.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed of212,940 stock acquisition rights (100 common shares per right; 21,294,000 underlying shares)
Issue price and disposal price¥300 per stock acquisition right
Total issue value¥63,882,000 (212,940 rights × ¥300)
Amount of funds to be raisedTotal payment amount of ¥63,882,000; approximate net proceeds Not disclosed
Payment date30 April 2026
Intended allotteeName 7 directors of the Company / Number of Shares 207,190 stock acquisition rights (20,719,000 underlying shares), Name 1 employee of the Company / Number of Shares 5,750 stock acquisition rights (575,000 underlying shares)
Dilution Rate5.00% (if all of these stock acquisition rights are exercised)
Total number of issued shares425,880,000 shares → 447,174,000 shares (if all rights are exercised)(5.00%)
Basis for determining the amount to be paidThe issue price was determined with reference to the calculation by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking into account the Company's stock price information and other factors. Discount rate and premium rate Not disclosed.
Exercise priceThe initial exercise price is ¥422 per share. Adjustment provisions apply in connection with share splits and consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, corporate reorganizations and other events. The lower limit for adjustments Not disclosed.
Exercise periodStart Date 1 July 2029 / End date 9 April 2046
Number of Stock Acquisition RightsTotal number issued: 212,940 rights; number of unexercised rights Not disclosed
Reason for acquisition without considerationThe Company may acquire the stock acquisition rights without consideration if the prescribed approvals or other procedures are completed for a merger, company split, share exchange, share transfer or other transaction, or if the rights can no longer be exercised under the exercise conditions.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 7 / Number of allocated shares 207,190 stock acquisition rights (20,719,000 shares), Category The Company's employees / Number of Employees 1 / Number of allocated shares 5,750 stock acquisition rights (575,000 shares)
Total Stock-Based CompensationThe rights will be subscribed for on a paid basis based on individual investment decisions, rather than being provided as compensation. Total equity compensation Not applicable
Procedures under the Corporate Code of ConductBecause the rights will be issued for cash at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining shareholder approval. The issue price was determined with reference to the valuation by a third-party valuation institution.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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.

To increase the motivation and morale of the directors and employees and strengthen their unity toward medium- to long-term earnings growth and an increase in corporate value. The Company considers the impact of dilution reasonable because achieving the performance targets will contribute to increasing corporate value and shareholder value, thereby benefiting existing shareholders.

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Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights) | Systena Corporation (2317) timely disclosure | Komori