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Share Issuance and Disposal303Avisumo Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of Stock Acquisition Rights as Stock Options

The Company has decided to submit to the shareholders meeting a proposal to issue up to 191 stock acquisition rights at no cost as stock options to directors (excluding outside directors) and employees. Each right will cover 100 common shares, potentially resulting in the issuance of up to 19,100 new shares.

Worth reading
43Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
191
Stock acquisition rights (maximum)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance without consideration of stock acquisition rights as stock options

発行・処分する株式数

100 common shares per right, up to 191 rights, representing up to 19,100 shares (of which 50 rights are for directors)

Intended allottee
Category The Company's directors (excluding outside directors) / Number of stock acquisition rights Up to 50 rights, Category Employees / Number of stock acquisition rights Not disclosed
Total Stock-Based Compensation

Within the existing annual limit of ¥300 million for director compensation, including up to ¥30 million in non-monetary compensation. The compensation amount for each individual will be calculated as the fair value per stock acquisition right multiplied by the total number of rights allotted.

Terms of the stock acquisition rights
Exercise price
Average closing price for the month preceding the month containing the allotment date × 1.05 (fractions of less than ¥1 rounded up). The closing price on the day preceding the allotment date will be the floor. This is not an adjustment provision for revisions to the exercise price; adjustment provisions apply in the event of a stock split, consolidation of shares or similar event.
Exercise period
From the date on which 4 years have elapsed after the date of the board resolution approving the issuance of the stock acquisition rights to the date on which 10 years have elapsed after that resolution date
Number of Stock Acquisition Rights
Maximum total issuance of 191 rights (of which 50 rights are for directors). The number of unexercised rights remaining is Not disclosed.
Reason for acquisition without consideration
The Company may acquire the stock acquisition rights at no cost if a holder ceases to meet the exercise conditions, or if the shareholders meeting approves a merger in which the Company is the disappearing company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary.
Categories and Number of Persons Covered
The Company’s directors (excluding outside directors): number Not disclosed, up to 50 rights. Employees: number Not disclosed, number of rights allotted Not disclosed.
Basis for determining the amount to be paid
The exercise price will be the average closing price for regular trading of the Company’s common shares on the Tokyo Stock Exchange on each trading day in the month preceding the month containing the allotment date, multiplied by 1.05. If the calculated price is lower than the closing price on the day preceding the allotment date, the latter price will apply.
Procedures under the Corporate Code of Conduct
Subject to approval of the proposal entitled “Issuance of Stock Acquisition Rights as Stock Options” at the 7th Annual Shareholders Meeting scheduled for 17 June 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance without consideration of stock acquisition rights as stock options
Number of shares to be issued or disposed of100 common shares per right, up to 191 rights, representing up to 19,100 shares (of which 50 rights are for directors)
Intended allotteeCategory The Company's directors (excluding outside directors) / Number of stock acquisition rights Up to 50 rights, Category Employees / Number of stock acquisition rights Not disclosed
Basis for determining the amount to be paidThe exercise price will be the average closing price for regular trading of the Company’s common shares on the Tokyo Stock Exchange on each trading day in the month preceding the month containing the allotment date, multiplied by 1.05. If the calculated price is lower than the closing price on the day preceding the allotment date, the latter price will apply.
Exercise priceAverage closing price for the month preceding the month containing the allotment date × 1.05 (fractions of less than ¥1 rounded up). The closing price on the day preceding the allotment date will be the floor. This is not an adjustment provision for revisions to the exercise price; adjustment provisions apply in the event of a stock split, consolidation of shares or similar event.
Exercise periodFrom the date on which 4 years have elapsed after the date of the board resolution approving the issuance of the stock acquisition rights to the date on which 10 years have elapsed after that resolution date
Number of Stock Acquisition RightsMaximum total issuance of 191 rights (of which 50 rights are for directors). The number of unexercised rights remaining is Not disclosed.
Reason for acquisition without considerationThe Company may acquire the stock acquisition rights at no cost if a holder ceases to meet the exercise conditions, or if the shareholders meeting approves a merger in which the Company is the disappearing company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary.
Categories and Number of Persons CoveredThe Company’s directors (excluding outside directors): number Not disclosed, up to 50 rights. Employees: number Not disclosed, number of rights allotted Not disclosed.
Total Stock-Based CompensationWithin the existing annual limit of ¥300 million for director compensation, including up to ¥30 million in non-monetary compensation. The compensation amount for each individual will be calculated as the fair value per stock acquisition right multiplied by the total number of rights allotted.
Procedures under the Corporate Code of ConductSubject to approval of the proposal entitled “Issuance of Stock Acquisition Rights as Stock Options” at the 7th Annual Shareholders Meeting scheduled for 17 June 2026.
Items this document does not state (17)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution 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 share with shareholders the benefits and risks of changes in the share price and to increase directors’ and employees’ motivation and morale to improve business performance.

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.
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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 Stock Acquisition Rights as Stock Options | visumo Inc. (303A) timely disclosure | Komori