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Share Issuance and Disposal2667ImageONE Co.,Ltd.Trading & Wholesale

Notice Regarding the Issuance of Paid Stock Options ("15th Stock Acquisition Rights")

The Company has resolved to issue 7,595 paid 15th Series Stock Acquisition Rights to 9 full-time directors and executive officers of the Company and its subsidiaries. If all rights are exercised, 759,500 common shares will be delivered.

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759500
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Details of issuance or disposal

Issuance of stock acquisition rights as paid stock options (15th Series Stock Acquisition Rights)

Who receives how much

759,500 common shares (7,595 stock acquisition rights, each representing 100 shares)

3 full-time directors of the Company4,751 stock acquisition rights (475,100 shares)
1 executive officer of the Company474 stock acquisition rights (47,400 shares)
4 directors of the Company's subsidiaries1,896 stock acquisition rights (189,600 shares)
1 executive officer of the Company's subsidiaries474 stock acquisition rights (47,400 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.

¥176 per stock acquisition right
Total issue value

¥1,336,720

Amount of funds to be raised
Total payment amount of ¥1,336,720; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
The rights are issued for consideration based on each recipient's individual investment decision, rather than as compensation. The total payment for the stock acquisition rights is ¥1,336,720.
発行済株式総数

Equivalent to 5% of the total number of shares issued

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 ¥113 per share. Adjustment provisions apply in the event of a share split or consolidation, or the issuance of new shares below the market price, among other events. A provision for downward adjustment linked to the share price: Not disclosed.
Exercise period
From 15 August 2026 to 14 August 2029
Number of Stock Acquisition Rights
Total issued: 7,595; outstanding unexercised rights: Not disclosed
Reason for acquisition without consideration
The Company may acquire the rights without consideration if an event such as a corporate reorganization occurs, or if a holder becomes unable to exercise the rights due to a specified event, including being sentenced to imprisonment or a more severe penalty, engaging in competition, committing misconduct, or becoming subject to insolvency proceedings.
Categories and Number of Persons Covered
3 full-time directors of the Company: 4,751 rights; 1 executive officer of the Company: 474 rights; 4 directors of the Company's subsidiaries: 1,896 rights; 1 executive officer of the Company's subsidiaries: 474 rights
Intended allottee's holding policy
The rights may not be voluntarily forfeited, and transfers require the approval of the Company's Board of Directors. If the share price falls to a specified level, the holder will be required to exercise all remaining stock acquisition rights by the expiration date of the exercise period.
Payment date
14 August 2026
Basis for determining the amount to be paid
¥176 per stock acquisition right. The price was set at the same amount as the value calculated by an independent third-party valuation institution using a Monte Carlo simulation that took into account share price information and the probability distribution of future performance. Valuation assumptions included a share price of ¥113, an exercise price of ¥113, and an exercise period from 15 August 2026 to 14 August 2029. Discount rate and premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
The Company obtained opinions from all 3 Audit and Supervisory Committee members that, in light of the valuation by the third-party valuation institution, the issue price was not particularly favorable and the issuance was lawful. The Company determined that approval by a shareholders' meeting was not required.
Impact on Business Performance
The issuance is expected to contribute to a transition to a sustainably profitable structure, improved profitability and higher corporate value, leading to higher EPS and BPS in the future.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as paid stock options (15th Series Stock Acquisition Rights)
Number of shares to be issued or disposed of759,500 common shares (7,595 stock acquisition rights, each representing 100 shares)
Issue price and disposal price¥176 per stock acquisition right
Total issue value¥1,336,720
Amount of funds to be raisedTotal payment amount of ¥1,336,720; estimated net proceeds: Not disclosed
Payment date14 August 2026
Intended allotteeName 3 full-time directors of the Company / Number of Shares 4,751 stock acquisition rights (475,100 shares), Name 1 executive officer of the Company / Number of Shares 474 stock acquisition rights (47,400 shares), Name 4 directors of the Company's subsidiaries / Number of Shares 1,896 stock acquisition rights (189,600 shares), Name 1 executive officer of the Company's subsidiaries / Number of Shares 474 stock acquisition rights (47,400 shares)
Intended allottee's holding policyThe rights may not be voluntarily forfeited, and transfers require the approval of the Company's Board of Directors. If the share price falls to a specified level, the holder will be required to exercise all remaining stock acquisition rights by the expiration date of the exercise period.
Dilution RateEquivalent to 5% of the total number of shares issued
Total number of issued shares15,191,900 shares (as of 30 June 2026) → Not disclosed(5%)
Basis for determining the amount to be paid¥176 per stock acquisition right. The price was set at the same amount as the value calculated by an independent third-party valuation institution using a Monte Carlo simulation that took into account share price information and the probability distribution of future performance. Valuation assumptions included a share price of ¥113, an exercise price of ¥113, and an exercise period from 15 August 2026 to 14 August 2029. Discount rate and premium rate: Not disclosed.
Exercise priceThe initial exercise price is ¥113 per share. Adjustment provisions apply in the event of a share split or consolidation, or the issuance of new shares below the market price, among other events. A provision for downward adjustment linked to the share price: Not disclosed.
Exercise periodFrom 15 August 2026 to 14 August 2029
Number of Stock Acquisition RightsTotal issued: 7,595; outstanding unexercised rights: Not disclosed
Reason for acquisition without considerationThe Company may acquire the rights without consideration if an event such as a corporate reorganization occurs, or if a holder becomes unable to exercise the rights due to a specified event, including being sentenced to imprisonment or a more severe penalty, engaging in competition, committing misconduct, or becoming subject to insolvency proceedings.
Categories and Number of Persons Covered3 full-time directors of the Company: 4,751 rights; 1 executive officer of the Company: 474 rights; 4 directors of the Company's subsidiaries: 1,896 rights; 1 executive officer of the Company's subsidiaries: 474 rights
Total Stock-Based CompensationThe rights are issued for consideration based on each recipient's individual investment decision, rather than as compensation. The total payment for the stock acquisition rights is ¥1,336,720.
Procedures under the Corporate Code of ConductThe Company obtained opinions from all 3 Audit and Supervisory Committee members that, in light of the valuation by the third-party valuation institution, the issue price was not particularly favorable and the issuance was lawful. The Company determined that approval by a shareholders' meeting was not required.
Impact on Business PerformanceThe issuance is expected to contribute to a transition to a sustainably profitable structure, improved profitability and higher corporate value, leading to higher EPS and BPS in the future.
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 strengthen the Group's management foundation, transition to a sustainably profitable structure, and drive medium- to long-term growth in earnings and corporate value by enhancing the motivation, morale, unity and management commitment of the eligible recipients.

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Notice Regarding the Issuance of Paid Stock Options ("15th Stock Acquisition Rights") | ImageONE Co.,Ltd. (2667) timely disclosure | Komori