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Share Issuance and Disposal2340GOKURAKUYU HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Issuance of Equity Compensation Stock Options (Share Acquisition Rights)

The Company resolved to issue up to 120 stock acquisition rights to its 6 directors as stock compensation-type stock options. As each stock acquisition right entitles the holder to acquire 100 common shares, the maximum number of shares is 12,000.

Worth reading
49Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
12000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of share subscription rights as stock compensation stock options

Who receives how much

Up to 120 stock acquisition rights, with 100 shares underlying each right (maximum 12,000 shares)

6 directors of the Company, up to 120 stock acquisition rights

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

The payment amount for each stock acquisition right will be its fair value calculated using the Black-Scholes model on the allotment date (the option price per share multiplied by the number of shares granted).
Amount of funds to be raised

No cash payment is required. The amount will be offset against compensation claims.

Total Stock-Based Compensation
The fair value of each stock acquisition right. The specific amount is Not disclosed.
Terms of the stock acquisition rights
Exercise price
¥1 per share. The adjustment provisions and adjustment floor are not disclosed
Exercise period
From 12 July 2026 to 11 July 2046
Number of Stock Acquisition Rights
The total number to be issued is capped at 120. The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
If a stock acquisition right holder no longer meets the exercise conditions or waives the rights, or if any of the following applies and the Board of Directors resolves to acquire the rights without consideration: enactment, amendment or repeal of applicable laws and regulations; an organizational change; the holder becoming subject to a disqualification as a director; dismissal; violation of insider trading prevention rules; breach of the allotment agreement; substantial damage caused by a breach of the duty of care in the performance of duties; or significant damage to the holder’s reputation or creditworthiness. In addition, all or part of the rights may be acquired without consideration by resolution of the Board of Directors.
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.

Transfer restriction period
In principle, the rights may not be exercised until the date on which 3 years have elapsed from the day following the allotment date. The transfer restriction period itself is Not disclosed.
Conditions for lifting transfer restrictions
The exercise conditions include the stock acquisition right holder reaching the date on which 3 years have elapsed from the day following the allotment date, or, in the event of retirement for a legitimate reason, exercising the rights in principle within 5 years from the retirement date. Further details are set out in the stock acquisition rights allotment agreement.
Categories and Number of Persons Covered
6 directors of the Company, up to 120 stock acquisition rights
Intended allottee's holding policy
The transfer of stock acquisition rights requires the approval of the Company’s Board of Directors.
Basis for determining the amount to be paid
The fair value is calculated by multiplying the option price per share calculated using the Black-Scholes model on the allotment date by the number of shares granted. The periods used for the closing price and average share price, and the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
Resolved at a Board of Directors meeting held on 26 June 2026. The acquisition of opinions from other independent third parties and procedures for confirming shareholder intentions are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share subscription rights as stock compensation stock options
Number of shares to be issued or disposed ofUp to 120 stock acquisition rights, with 100 shares underlying each right (maximum 12,000 shares)
Issue price and disposal priceThe payment amount for each stock acquisition right will be its fair value calculated using the Black-Scholes model on the allotment date (the option price per share multiplied by the number of shares granted).
Amount of funds to be raisedNo cash payment is required. The amount will be offset against compensation claims.
Intended allottee6 directors of the Company, up to 120 stock acquisition rights
Intended allottee's holding policyThe transfer of stock acquisition rights requires the approval of the Company’s Board of Directors.
Basis for determining the amount to be paidThe fair value is calculated by multiplying the option price per share calculated using the Black-Scholes model on the allotment date by the number of shares granted. The periods used for the closing price and average share price, and the discount and premium rates, are Not disclosed.
Exercise price¥1 per share. The adjustment provisions and adjustment floor are not disclosed
Exercise periodFrom 12 July 2026 to 11 July 2046
Number of Stock Acquisition RightsThe total number to be issued is capped at 120. The number of unexercised rights is Not disclosed.
Transfer restriction periodIn principle, the rights may not be exercised until the date on which 3 years have elapsed from the day following the allotment date. The transfer restriction period itself is Not disclosed.
Conditions for lifting transfer restrictionsThe exercise conditions include the stock acquisition right holder reaching the date on which 3 years have elapsed from the day following the allotment date, or, in the event of retirement for a legitimate reason, exercising the rights in principle within 5 years from the retirement date. Further details are set out in the stock acquisition rights allotment agreement.
Reason for acquisition without considerationIf a stock acquisition right holder no longer meets the exercise conditions or waives the rights, or if any of the following applies and the Board of Directors resolves to acquire the rights without consideration: enactment, amendment or repeal of applicable laws and regulations; an organizational change; the holder becoming subject to a disqualification as a director; dismissal; violation of insider trading prevention rules; breach of the allotment agreement; substantial damage caused by a breach of the duty of care in the performance of duties; or significant damage to the holder’s reputation or creditworthiness. In addition, all or part of the rights may be acquired without consideration by resolution of the Board of Directors.
Categories and Number of Persons Covered6 directors of the Company, up to 120 stock acquisition rights
Total Stock-Based CompensationThe fair value of each stock acquisition right. The specific amount is Not disclosed.
Procedures under the Corporate Code of ConductResolved at a Board of Directors meeting held on 26 June 2026. The acquisition of opinions from other independent third parties and procedures for confirming shareholder intentions are Not disclosed.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesUnderwriter / 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 share the benefits and risks of share price fluctuations with shareholders and further increase the directors’ motivation to contribute to an increase in the share price and corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Issuance of Equity Compensation Stock Options (Share Acquisition Rights) | GOKURAKUYU HOLDINGS CO.,LTD. (2340) timely disclosure | Komori