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Share Issuance and Disposal299AKurashiru,Inc.Information and Communications, Services and Others

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

The Company resolved to issue 3,553 Series 16 Stock Acquisition Rights for consideration to 2 directors and 11 employees. If all the rights are exercised, the number of common shares will increase by 355,300, but the percentage that may be exercised will be limited based on the level of achievement of gross profit targets.

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Neutral
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Scale
355300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights (paid stock options) (Series 16 Stock Acquisition Rights)

発行・処分する株式数

355,300 common shares (3,553 stock acquisition rights, 100 shares per right; breakdown: 135,100 shares for directors and 220,200 shares for employees)

Intended allottee
Category 2 directors of the Company / Number of stock acquisition rights 1,351 stock acquisition rights, Category 11 employees of the Company / Number of stock acquisition rights 2,202 stock acquisition rights
¥2,700 per stock acquisition right
Total Stock-Based Compensation

These stock acquisition rights will be subscribed for on a paid basis based on individual investment decisions, rather than being granted as compensation. The compensation limit and amount of monetary compensation claims are Not disclosed.

発行済株式総数

Approximately 0.83% (based on 42,927,760 issued shares as of 30 July 2026)

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 ¥1,138 per share. Adjustment provisions apply in the event of a stock split or consolidation, an issuance of new shares or disposition of treasury shares below market value, a corporate reorganization, or other such events. The floor price is Not disclosed.
Exercise period
From 1 July 2029 to 29 September 2031 (if the final date is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
3,553 stock acquisition rights in total. The number of outstanding unexercised rights is Not disclosed.
Reason for acquisition without consideration
The Company may acquire the stock acquisition rights without consideration if approval or other authorization is granted for a merger, company split, share exchange or share transfer, or if the rights can no longer be exercised under the exercise conditions.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 2 / Number of allocated stock acquisition rights 1,351 stock acquisition rights, Category The Company's employees / Number of Employees 11 / Number of allocated stock acquisition rights 2,202 stock acquisition rights
Payment date
30 September 2026
Basis for determining the amount to be paid
The issue price was determined with reference to the fair value calculated by 株式会社プルータス・コンサルティング, an independent valuation institution, using a Monte Carlo simulation that took into account a share price of ¥1,138, a five-year exercise period, share price volatility of 45.80%, a dividend yield of 0%, and a risk-free interest rate of 2.198%. The discount or premium to the closing price or average share price is Not disclosed.
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 based on a resolution of the Board of Directors without obtaining approval at a shareholders' meeting.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights (paid stock options) (Series 16 Stock Acquisition Rights)
Number of shares to be issued or disposed of355,300 common shares (3,553 stock acquisition rights, 100 shares per right; breakdown: 135,100 shares for directors and 220,200 shares for employees)
Issue price and disposal price¥2,700 per stock acquisition right
Payment date30 September 2026
Intended allotteeCategory 2 directors of the Company / Number of stock acquisition rights 1,351 stock acquisition rights, Category 11 employees of the Company / Number of stock acquisition rights 2,202 stock acquisition rights
Dilution RateApproximately 0.83% (based on 42,927,760 issued shares as of 30 July 2026)
Total number of issued shares42,927,760 shares (as of 30 July 2026) → Not disclosed
Basis for determining the amount to be paidThe issue price was determined with reference to the fair value calculated by 株式会社プルータス・コンサルティング, an independent valuation institution, using a Monte Carlo simulation that took into account a share price of ¥1,138, a five-year exercise period, share price volatility of 45.80%, a dividend yield of 0%, and a risk-free interest rate of 2.198%. The discount or premium to the closing price or average share price is Not disclosed.
Exercise priceThe initial exercise price is ¥1,138 per share. Adjustment provisions apply in the event of a stock split or consolidation, an issuance of new shares or disposition of treasury shares below market value, a corporate reorganization, or other such events. The floor price is Not disclosed.
Exercise periodFrom 1 July 2029 to 29 September 2031 (if the final date is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights3,553 stock acquisition rights in total. The number of outstanding unexercised rights is Not disclosed.
Reason for acquisition without considerationThe Company may acquire the stock acquisition rights without consideration if approval or other authorization is granted for a merger, company split, share exchange or share transfer, or if the rights can no longer be exercised under the exercise conditions.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 2 / Number of allocated stock acquisition rights 1,351 stock acquisition rights, Category The Company's employees / Number of Employees 11 / Number of allocated stock acquisition rights 2,202 stock acquisition rights
Total Stock-Based CompensationThese stock acquisition rights will be subscribed for on a paid basis based on individual investment decisions, rather than being granted as compensation. The compensation limit and amount of monetary compensation claims are Not disclosed.
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 based on a resolution of the Board of Directors without obtaining approval at a shareholders' meeting.
Items this document does not state (13)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer 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 enhance the motivation and morale of directors and employees and strengthen cohesion in pursuit of medium- to long-term earnings growth and increased corporate value.

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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 New Share Subscription Rights (Paid Stock Options) | Kurashiru,Inc. (299A) timely disclosure | Komori