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Share Issuance and Disposal3045Kawasaki & Co.,Ltd.Trading & Wholesale

Notice Concerning the Issuance of the First and Second Series Stock Acquisition Rights (Fixed Exercise Price Type) through a Third-Party Allotment Using Treasury Shares

The Company resolved to issue a total of 4,000 fixed-exercise-price First and Second Stock Acquisition Rights to CVI Investments, Inc. through a third-party allotment, on the assumption that 400,000 treasury shares will be delivered. If all the rights are exercised, the Company will raise ¥900,000,000 in exercise proceeds, but the total number of issued shares will not increase.

Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
18.78
Dilution rate relative to the total number of voting rights (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of Series 1 and Series 2 stock acquisition rights (fixed exercise price type) through a third-party allotment using treasury shares

Who receives how much

Underlying shares: 200,000 shares for the First Stock Acquisition Rights and 200,000 shares for the Second Stock Acquisition Rights (400,000 treasury shares are scheduled to be used upon exercise).

CVI Investments, Inc.Underlying shares: 200,000 shares for the First Stock Acquisition Rights and 200,000 shares for the Second Stock Acquisition Rights

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

¥1,077 per First Stock Acquisition Right and ¥587 per Second Stock Acquisition Right
Total issue value

¥3,328,000

Amount of funds to be raised
Total subscription payment: ¥903,328,000; estimated net proceeds: ¥868,988,000
Estimated issuance expenses
¥34,340,000
Specific use of funds
Real estate development and capital investment funding for the rental and warehousing business (funding for the construction of the logistics facility and development of related infrastructure for the Nishiki-cho, Kaizuka City project)Amount ¥381 million / Scheduled timing of expenditures December 2026 to August 2028
Real estate development and capital investment funding for the rental and warehousing business (funding for the construction of the logistics facility and development of related infrastructure for the Nishiki-cho, Kaizuka City project)Amount ¥487 million / Scheduled timing of expenditures December 2026 to August 2028
発行済株式総数

18.78% (ratio to the total of 21,303 voting rights; equivalent to 13.79% of the total number of issued shares)

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
¥2,000 for the First and ¥2,500 for the Second. The prices are fixed, with no adjustment linked to the market share price. However, adjustment provisions apply in the event of a share split, issuance of new shares, special dividends or similar events. Floor: Not disclosed.
Exercise period
From 2 November 2026 to 1 November 2032
Number of Stock Acquisition Rights
Total of 4,000 Stock Acquisition Rights (2,000 First and 2,000 Second). The number of unexercised rights remaining: Not disclosed.
Reason for acquisition without consideration
On 1 November 2032, the Company will acquire and cancel all remaining Stock Acquisition Rights at an amount per right equal to the subscription payment.
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
From the date the Stock Acquisition Rights purchase agreement is executed until the holder ceases to hold the Stock Acquisition Rights, any transfer to a third party requires the Company's prior consent.
Conditions for lifting transfer restrictions
The Company's prior written consent. However, such consent may not be unreasonably withheld or delayed.
Offering structure
Major shareholders after the offering
Because the proposed allottee has not contractually or otherwise committed to a long-term holding, no information is provided on the status following the allotment.
Intended allottee's holding policy
The rights will be acquired for investment purposes, and the shares acquired will be sold from time to time through market sales or other means, taking market conditions into account. The holder generally intends to exercise the Stock Acquisition Rights itself and does not intend to transfer them to a third party.
Payment date
30 October 2026
Basis for determining the amount to be paid
The issue price was determined at the same amount as the valuation calculated by an independent valuation agency using the Monte Carlo method, based on the closing price of ¥1,467 per share on 13 October 2026 and 17.87% volatility based on daily share prices over the past 6.06 years, among other factors. The exercise prices are approximately 136% and 170% of the closing price for the First and Second Stock Acquisition Rights, respectively.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions.
Impact on Business Performance
At this time, there is no impact on the current fiscal year's results.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Series 1 and Series 2 stock acquisition rights (fixed exercise price type) through a third-party allotment using treasury shares
Number of shares to be issued or disposed ofUnderlying shares: 200,000 shares for the First Stock Acquisition Rights and 200,000 shares for the Second Stock Acquisition Rights (400,000 treasury shares are scheduled to be used upon exercise).
Issue price and disposal price¥1,077 per First Stock Acquisition Right and ¥587 per Second Stock Acquisition Right
Total issue value¥3,328,000
Amount of funds to be raisedTotal subscription payment: ¥903,328,000; estimated net proceeds: ¥868,988,000
Estimated issuance expenses¥34,340,000
Specific use of fundsDetails Real estate development and capital investment funding for the rental and warehousing business (funding for the construction of the logistics facility and development of related infrastructure for the Nishiki-cho, Kaizuka City project) / Amount ¥381 million / Scheduled timing of expenditures December 2026 to August 2028, Details Real estate development and capital investment funding for the rental and warehousing business (funding for the construction of the logistics facility and development of related infrastructure for the Nishiki-cho, Kaizuka City project) / Amount ¥487 million / Scheduled timing of expenditures December 2026 to August 2028
Payment date30 October 2026
Intended allotteeName CVI Investments, Inc. / Number of Shares Underlying shares: 200,000 shares for the First Stock Acquisition Rights and 200,000 shares for the Second Stock Acquisition Rights
Intended allottee's holding policyThe rights will be acquired for investment purposes, and the shares acquired will be sold from time to time through market sales or other means, taking market conditions into account. The holder generally intends to exercise the Stock Acquisition Rights itself and does not intend to transfer them to a third party.
Dilution Rate18.78% (ratio to the total of 21,303 voting rights; equivalent to 13.79% of the total number of issued shares)
Total number of issued shares2,901,000 shares → 2,901,000 shares(0%)
Basis for determining the amount to be paidThe issue price was determined at the same amount as the valuation calculated by an independent valuation agency using the Monte Carlo method, based on the closing price of ¥1,467 per share on 13 October 2026 and 17.87% volatility based on daily share prices over the past 6.06 years, among other factors. The exercise prices are approximately 136% and 170% of the closing price for the First and Second Stock Acquisition Rights, respectively.
Exercise price¥2,000 for the First and ¥2,500 for the Second. The prices are fixed, with no adjustment linked to the market share price. However, adjustment provisions apply in the event of a share split, issuance of new shares, special dividends or similar events. Floor: Not disclosed.
Exercise periodFrom 2 November 2026 to 1 November 2032
Number of Stock Acquisition RightsTotal of 4,000 Stock Acquisition Rights (2,000 First and 2,000 Second). The number of unexercised rights remaining: Not disclosed.
Transfer restriction periodFrom the date the Stock Acquisition Rights purchase agreement is executed until the holder ceases to hold the Stock Acquisition Rights, any transfer to a third party requires the Company's prior consent.
Conditions for lifting transfer restrictionsThe Company's prior written consent. However, such consent may not be unreasonably withheld or delayed.
Reason for acquisition without considerationOn 1 November 2032, the Company will acquire and cancel all remaining Stock Acquisition Rights at an amount per right equal to the subscription payment.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions.
Major shareholders after the offeringBecause the proposed allottee has not contractually or otherwise committed to a long-term holding, no information is provided on the status following the allotment.
Impact on Business PerformanceAt this time, there is no impact on the current fiscal year's results.
Items this document does not state (6)
Categories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing

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 secure funds for growth investments, including the construction of a logistics facility and development of related infrastructure for the Nishiki-cho, Kaizuka City project in the rental and warehousing business, and to make effective use of treasury shares.

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Notice Concerning the Issuance of the First and Second Series Stock Acquisition Rights (Fixed Exercise Price Type) through a Third-Party Allotment Using Treasury Shares | Kawasaki & Co.,Ltd. (3045) timely disclosure | Komori