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Share Issuance and Disposal2338Quantum Solutions Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Determination of Offering Terms for Tax-Qualified Stock Options (Share Acquisition Rights)

The Company determined the offering terms for the free allocation of 1,810 Series 18 Stock Acquisition Rights (underlying 181,000 shares) as tax-qualified stock options to a total of 7 employees of the Company and its subsidiaries. The exercise price will be determined by multiplying the closing price on 25 August 2026 by 1.1 and has not yet been finalized.

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181000
Shares
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Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of tax-qualified stock options (stock acquisition rights) (Series 18 Stock Acquisition Rights)

Who receives how much

181,000 shares (1,810 stock acquisition rights, 100 shares per stock acquisition right)

4 employees of the Company31,000 shares (310 stock acquisition rights)
3 employees of the Company's subsidiaries150,000 shares (1,500 stock acquisition rights)

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.

Free of charge (no monetary payment is required in exchange for the stock acquisition rights)
Amount of funds to be raised

Total amount to be paid: Not disclosed; estimated net proceeds: Not disclosed

Terms of the stock acquisition rights
Exercise price
Initial exercise price: closing price on the allocation date × 1.1 (fractions of less than ¥1 rounded up). Adjustment provisions: adjustments will be made in connection with stock splits, consolidations, the issuance of new shares or disposal of treasury shares at certain low prices, and other events. Floor: Not disclosed
Exercise period
From 8 August 2028 to 7 August 2036 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total number issued: 1,810. Outstanding unexercised: Not disclosed
Reason for acquisition without consideration
If a holder of the stock acquisition rights ceases to meet the exercise conditions, or if a proposal approving a merger agreement under which the Company becomes the disappearing company, or an agreement for a share exchange or plan for a share transfer under which the Company becomes a wholly owned subsidiary, is approved at a shareholders meeting, the Company may acquire the stock acquisition rights without consideration.
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
40% of the total stock acquisition rights will vest one year after the employment start date. The remaining 60% will vest if operating income on the consolidated statement of income for the applicable fiscal year is positive. The holder must continuously remain a director, Audit & Supervisory Board member, or employee of the Company or one of its subsidiaries from the allocation date through the date of exercise, except where the Board of Directors recognizes a valid reason.
Categories and Number of Persons Covered
4 employees of the Company: 310 stock acquisition rights (31,000 shares); 3 employees of the Company's subsidiaries: 1,500 stock acquisition rights (150,000 shares)
Intended allottee's holding policy
The stock acquisition rights may not be transferred.
Basis for determining the amount to be paid
The exercise price will be the closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on the allocation date, 25 August 2026, multiplied by 1.1. If no trade is executed, the closing price on the preceding trading day will be used. This represents a 10% premium.
Procedures under the Corporate Code of Conduct
At the 27th Annual General Meeting of Shareholders held on 28 May 2026, the proposal to issue stock acquisition rights as tax-qualified stock options was approved.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of tax-qualified stock options (stock acquisition rights) (Series 18 Stock Acquisition Rights)
Number of shares to be issued or disposed of181,000 shares (1,810 stock acquisition rights, 100 shares per stock acquisition right)
Issue price and disposal priceFree of charge (no monetary payment is required in exchange for the stock acquisition rights)
Amount of funds to be raisedTotal amount to be paid: Not disclosed; estimated net proceeds: Not disclosed
Intended allotteeName 4 employees of the Company / Number of Shares 31,000 shares (310 stock acquisition rights), Name 3 employees of the Company's subsidiaries / Number of Shares 150,000 shares (1,500 stock acquisition rights)
Intended allottee's holding policyThe stock acquisition rights may not be transferred.
Basis for determining the amount to be paidThe exercise price will be the closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on the allocation date, 25 August 2026, multiplied by 1.1. If no trade is executed, the closing price on the preceding trading day will be used. This represents a 10% premium.
Exercise priceInitial exercise price: closing price on the allocation date × 1.1 (fractions of less than ¥1 rounded up). Adjustment provisions: adjustments will be made in connection with stock splits, consolidations, the issuance of new shares or disposal of treasury shares at certain low prices, and other events. Floor: Not disclosed
Exercise periodFrom 8 August 2028 to 7 August 2036 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition RightsTotal number issued: 1,810. Outstanding unexercised: Not disclosed
Conditions for lifting transfer restrictions40% of the total stock acquisition rights will vest one year after the employment start date. The remaining 60% will vest if operating income on the consolidated statement of income for the applicable fiscal year is positive. The holder must continuously remain a director, Audit & Supervisory Board member, or employee of the Company or one of its subsidiaries from the allocation date through the date of exercise, except where the Board of Directors recognizes a valid reason.
Reason for acquisition without considerationIf a holder of the stock acquisition rights ceases to meet the exercise conditions, or if a proposal approving a merger agreement under which the Company becomes the disappearing company, or an agreement for a share exchange or plan for a share transfer under which the Company becomes a wholly owned subsidiary, is approved at a shareholders meeting, the Company may acquire the stock acquisition rights without consideration.
Categories and Number of Persons Covered4 employees of the Company: 310 stock acquisition rights (31,000 shares); 3 employees of the Company's subsidiaries: 1,500 stock acquisition rights (150,000 shares)
Procedures under the Corporate Code of ConductAt the 27th Annual General Meeting of Shareholders held on 28 May 2026, the proposal to issue stock acquisition rights as tax-qualified stock options was approved.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / 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 motivate and boost the morale of employees of the Company and its subsidiaries toward improving the consolidated performance of the Group as a whole, secure and retain talented personnel, and contribute to enhancing corporate value over the medium to long term.

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Notice Regarding the Determination of Offering Terms for Tax-Qualified Stock Options (Share Acquisition Rights) | Quantum Solutions Co.,Ltd. (2338) timely disclosure | Komori