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Share Issuance and Disposal2334eole Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of New Share Subscription Rights (Paid Stock Options)

The company has decided to issue 2,220 paid stock acquisition rights to 1 director. If all the rights are exercised, the number of common shares will increase by 222,000, but exercise is subject to conditions including the achievement of operating profit targets.

Worth reading
67In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
0.5
Percentage of total shares outstanding (approximately %)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights for subscription (paid stock options)

Who receives how much

222,000 common shares (2,220 stock acquisition rights × 100 shares per right, if all rights are exercised)

1 director of the company: 2,220 stock acquisition rights (maximum)

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

¥300 per stock acquisition right
Total issue value

¥666,000 (2,220 rights × ¥300; maximum amount)

Amount of funds to be raised
Total amount to be paid: ¥666,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable, as these rights are issued for consideration based on an individual investment decision and are not provided as compensation
発行済株式総数

If all of these stock acquisition rights are exercised, common shares will increase by 222,000

Approximately 0.5% (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
¥624 per share. Adjustment provisions apply in cases including share splits, share consolidations, and the issuance of new shares or disposition of treasury shares below market value. The lower limit for adjustments is Not disclosed
Exercise period
From 1 July 2027 to 31 March 2036
Number of Stock Acquisition Rights
Total number to be issued: 2,220. Number of unexercised rights: Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger in which the company is the disappearing company, a company split in which the company is the splitting company, or a share exchange or share transfer in which the company becomes a wholly owned subsidiary. The company may also acquire the rights without consideration if the holder becomes unable to exercise them before exercising them due to the exercise conditions.
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
If operating profit exceeds the target, the rights may be exercised up to the percentage corresponding to the fiscal year used for determination: 33% if operating profit exceeds ¥589 million for the period from the fiscal year ending March 2027 through the fiscal year ending March 2031; 66% if operating profit exceeds ¥3,300 million for the period from the fiscal year ending March 2027 through the fiscal year ending March 2033; and 100% if operating profit exceeds ¥5,000 million for the period from the fiscal year ending March 2027 through the fiscal year ending March 2035. The holder must also be a director, corporate auditor or employee of the company or one of its affiliates when exercising the rights.
Categories and Number of Persons Covered
1 director of the company: 2,220 rights
Payment date
13 July 2026
Basis for determining the amount to be paid
The issue price of ¥300 per stock acquisition right was determined by reference to the valuation calculated by the third-party valuation institution Akasaka International Accounting Co., Ltd., using a Monte Carlo simulation and taking into account the company’s share price information and other factors.
Procedures under the Corporate Code of Conduct
Because the stock acquisition rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without shareholder approval.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights for subscription (paid stock options)
Number of shares to be issued or disposed of222,000 common shares (2,220 stock acquisition rights × 100 shares per right, if all rights are exercised)
Issue price and disposal price¥300 per stock acquisition right
Total issue value¥666,000 (2,220 rights × ¥300; maximum amount)
Amount of funds to be raisedTotal amount to be paid: ¥666,000. Estimated net proceeds: Not disclosed
Payment date13 July 2026
Intended allottee1 director of the company: 2,220 stock acquisition rights (maximum)
Dilution RateApproximately 0.5% (if all of these stock acquisition rights are exercised)
Total number of issued sharesIf all of these stock acquisition rights are exercised, common shares will increase by 222,000
Basis for determining the amount to be paidThe issue price of ¥300 per stock acquisition right was determined by reference to the valuation calculated by the third-party valuation institution Akasaka International Accounting Co., Ltd., using a Monte Carlo simulation and taking into account the company’s share price information and other factors.
Exercise price¥624 per share. Adjustment provisions apply in cases including share splits, share consolidations, and the issuance of new shares or disposition of treasury shares below market value. The lower limit for adjustments is Not disclosed
Exercise periodFrom 1 July 2027 to 31 March 2036
Number of Stock Acquisition RightsTotal number to be issued: 2,220. Number of unexercised rights: Not disclosed
Conditions for lifting transfer restrictionsIf operating profit exceeds the target, the rights may be exercised up to the percentage corresponding to the fiscal year used for determination: 33% if operating profit exceeds ¥589 million for the period from the fiscal year ending March 2027 through the fiscal year ending March 2031; 66% if operating profit exceeds ¥3,300 million for the period from the fiscal year ending March 2027 through the fiscal year ending March 2033; and 100% if operating profit exceeds ¥5,000 million for the period from the fiscal year ending March 2027 through the fiscal year ending March 2035. The holder must also be a director, corporate auditor or employee of the company or one of its affiliates when exercising the rights.
Reason for acquisition without considerationIf approval is granted for a merger in which the company is the disappearing company, a company split in which the company is the splitting company, or a share exchange or share transfer in which the company becomes a wholly owned subsidiary. The company may also acquire the rights without consideration if the holder becomes unable to exercise them before exercising them due to the exercise conditions.
Categories and Number of Persons Covered1 director of the company: 2,220 rights
Total Stock-Based CompensationNot applicable, as these rights are issued for consideration based on an individual investment decision and are not provided as compensation
Procedures under the Corporate Code of ConductBecause the stock acquisition rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without shareholder approval.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodUnderwriter / 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 directors and executive officers and strengthen the company’s unity in pursuit of medium- to long-term earnings growth and increased corporate value. The company expects that making the achievement of operating profit targets an exercise condition will contribute to enhancing corporate and shareholder value.

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Notice Concerning the Issuance of New Share Subscription Rights (Paid Stock Options) | eole Inc. (2334) timely disclosure | Komori