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Share Issuance and Disposal2354YE DIGITAL CorporationInformation and Communications, Services and Others

Notice Regarding the Issuance of Stock Compensation-Type Stock Options (Share Acquisition Rights)

It was resolved to issue 1,676 share acquisition rights as stock compensation-type stock options to directors and executive officers. The exercise of these rights will result in the delivery of 167,600 common shares.

Worth reading
51Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
167600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share subscription rights as stock compensation stock options

発行・処分する株式数

167,600 common shares (100 shares per share acquisition right)

Intended allottee
Name The Company's Directors (excluding Directors who are Audit & Supervisory Committee Members) / Number of Employees 2 (including 0 outside directors) / Number of stock acquisition rights 848, Name Directors of the Company serving as Audit & Supervisory Committee Members / Number of Employees 4 (including 3 outside directors) / Number of stock acquisition rights 276 share acquisition rights, Name Executive officers of the Company / Number of Employees 5 / Number of stock acquisition rights 552
The payment amount for the share acquisition rights will be the fair value calculated using the Black-Scholes model on the allotment date. The amount is Not disclosed. The exercise price is ¥1 per share.
Amount of funds to be raised

Both the total payment amount for the share acquisition rights and the estimated net proceeds are Not disclosed. The payment amount will be offset against monetary compensation claims.

Total Stock-Based Compensation
Monetary compensation equivalent to the total payment amount for the share acquisition rights will be paid, but the amount is Not disclosed.
Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1 per share. There is no adjustment clause; the price is fixed.
Exercise period
Start Date 26 May 2026 / End date 25 May 2056
Number of Stock Acquisition Rights
Total number issued 1,676 / Unexercised balance Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger, company split, share exchange or share transfer, all of the share acquisition rights may be acquired without consideration on a date separately determined by the Board of Directors., If, before exercising the rights, a holder of share acquisition rights becomes unable to exercise them under exercise conditions such as the requirement to exercise all rights within 5 years after retirement, the rights may be acquired without consideration.
Categories and Number of Persons Covered
Category The Company's Directors (excluding Directors who are Audit & Supervisory Committee Members) / Number of Employees 2 (including 0 outside directors) / Number of allocated shares Equivalent to 84,800 shares, Category Directors of the Company serving as Audit & Supervisory Committee Members / Number of Employees 4 (including 3 outside directors) / Number of allocated shares Equivalent to 27,600 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares Equivalent to 55,200 shares
Intended allottee's holding policy
The acquisition of share acquisition rights through transfer requires approval by the Company's Board of Directors. Other holding policies and the lock-up are Not disclosed.
Payment date
25 May 2026
Basis for determining the amount to be paid
The payment amount for the share acquisition rights will be the fair value calculated using the Black-Scholes model on the allotment date. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
At the 48th Annual General Meeting of Shareholders held on 23 May 2025, the range of compensation and other amounts for stock compensation-type stock options granted to directors was approved.
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 of167,600 common shares (100 shares per share acquisition right)
Issue price and disposal priceThe payment amount for the share acquisition rights will be the fair value calculated using the Black-Scholes model on the allotment date. The amount is Not disclosed. The exercise price is ¥1 per share.
Amount of funds to be raisedBoth the total payment amount for the share acquisition rights and the estimated net proceeds are Not disclosed. The payment amount will be offset against monetary compensation claims.
Payment date25 May 2026
Intended allotteeName The Company's Directors (excluding Directors who are Audit & Supervisory Committee Members) / Number of Employees 2 (including 0 outside directors) / Number of stock acquisition rights 848, Name Directors of the Company serving as Audit & Supervisory Committee Members / Number of Employees 4 (including 3 outside directors) / Number of stock acquisition rights 276 share acquisition rights, Name Executive officers of the Company / Number of Employees 5 / Number of stock acquisition rights 552
Intended allottee's holding policyThe acquisition of share acquisition rights through transfer requires approval by the Company's Board of Directors. Other holding policies and the lock-up are Not disclosed.
Basis for determining the amount to be paidThe payment amount for the share acquisition rights will be the fair value calculated using the Black-Scholes model on the allotment date. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Exercise priceThe initial exercise price is ¥1 per share. There is no adjustment clause; the price is fixed.
Exercise periodStart Date 26 May 2026 / End date 25 May 2056
Number of Stock Acquisition RightsTotal number issued 1,676 / Unexercised balance Not disclosed
Reason for acquisition without considerationIf approval is granted for a merger, company split, share exchange or share transfer, all of the share acquisition rights may be acquired without consideration on a date separately determined by the Board of Directors., If, before exercising the rights, a holder of share acquisition rights becomes unable to exercise them under exercise conditions such as the requirement to exercise all rights within 5 years after retirement, the rights may be acquired without consideration.
Categories and Number of Persons CoveredCategory The Company's Directors (excluding Directors who are Audit & Supervisory Committee Members) / Number of Employees 2 (including 0 outside directors) / Number of allocated shares Equivalent to 84,800 shares, Category Directors of the Company serving as Audit & Supervisory Committee Members / Number of Employees 4 (including 3 outside directors) / Number of allocated shares Equivalent to 27,600 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares Equivalent to 55,200 shares
Total Stock-Based CompensationMonetary compensation equivalent to the total payment amount for the share acquisition rights will be paid, but the amount is Not disclosed.
Procedures under the Corporate Code of ConductAt the 48th Annual General Meeting of Shareholders held on 23 May 2025, the range of compensation and other amounts for stock compensation-type stock options granted to directors was approved.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer 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 encourage the eligible recipients to share value with shareholders and to further increase their motivation to contribute to the sustainable enhancement of corporate value, with the aim of improving corporate value and shareholder value over the medium to long term.

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Notice Regarding the Issuance of Stock Compensation-Type Stock Options (Share Acquisition Rights) | YE DIGITAL Corporation (2354) timely disclosure | Komori