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Share Issuance and Disposal3350Metaplanet Inc.Financials (excluding banks)

Notice Concerning Partial Amendments to the Issuance Terms for the 10th Stock Acquisition Rights, the Execution of a Lock-Up Agreement, and a Policy for the Partial Transfer to a Long-Term Officer and Employee Incentive Plan

For the already-issued 10th Series Stock Acquisition Rights, the provision that adjusted the number of underlying shares in line with future share issuances and other events has been abolished, fixing the number of potential shares at 319,464,000. In addition, a 5-year lock-up has been imposed on shares acquired through exercise, and a policy has been announced to transfer up to 90,000 rights to a long-term officer and employee incentive vehicle.

Worth reading
57In focus
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Direction
Improvement
Direction inferred from the company’s description.
Scale
319464000
Shares (number of potential shares after fixation)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Partial amendment to the issuance terms of the 10th Series Stock Acquisition Rights (paid stock options)

Who receives how much

319,464,000 shares (459,000 of these Stock Acquisition Rights, 696 shares per right)

5 current holders of these Stock Acquisition Rights (1 director: 276,000 rights; 2 executive officers: 141,000 rights; 2 employees: 42,000 rights)

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

Amount of funds to be raised

Total exercise proceeds: approximately ¥3.19 billion; estimated net proceeds: Not disclosed

発行済株式総数

The number of potential shares after fixation represents approximately 24.9% of the total number of issued shares as of the end of July 2026. The dilution rate against the total number of issued shares after full exercise is approximately 20%.

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
¥10 per share. Adjustment provision: Not disclosed (this disclosure concerns the abolition of the provision for adjusting the number of underlying shares; no description of an adjustment to the exercise price is provided)
Exercise period
Rights vest in stages on 8 February 2026, 8 February 2027, and 8 February 2028. Expiration date: Not disclosed
Number of Stock Acquisition Rights
Total issued: 460,000 rights; exercised: 1,000 rights; remaining unexercised: 459,000 rights
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
5 years from 18 August 2026 through 17 August 2031 (for shares acquired through exercise)
Conditions for lifting transfer restrictions
Inheritance upon death and certain other exceptions. Stock lending to parties designated by the Company is also an exception.
Categories and Number of Persons Covered
Current holders: 1 director, 2 executive officers, and 2 employees. Future eligible participants in the incentive vehicle will be current or future officers and employees of the Company or its group companies, among others; number of participants: Not disclosed
Intended allottee's holding policy
As a general rule, the holders will not sell or transfer the common shares acquired through exercise of the remaining Stock Acquisition Rights from 18 August 2026 through 17 August 2031. Exceptions apply to inheritance upon death and other circumstances, as well as stock lending to parties designated by the Company.
Procedures under the Corporate Code of Conduct
The Board of Directors approved the matter after excluding the director who holds these Stock Acquisition Rights from deliberation and voting. Consent was obtained from all holders of these Stock Acquisition Rights.
Most recent equity financing
February 2023: financing through a third-party allotment of new shares and issuance of the 9th Series Stock Acquisition Rights. Amount: Not disclosed
Impact on Business Performance
The impact on consolidated results for the current fiscal year is expected to be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalPartial amendment to the issuance terms of the 10th Series Stock Acquisition Rights (paid stock options)
Number of shares to be issued or disposed of319,464,000 shares (459,000 of these Stock Acquisition Rights, 696 shares per right)
Amount of funds to be raisedTotal exercise proceeds: approximately ¥3.19 billion; estimated net proceeds: Not disclosed
Intended allottee5 current holders of these Stock Acquisition Rights (1 director: 276,000 rights; 2 executive officers: 141,000 rights; 2 employees: 42,000 rights)
Intended allottee's holding policyAs a general rule, the holders will not sell or transfer the common shares acquired through exercise of the remaining Stock Acquisition Rights from 18 August 2026 through 17 August 2031. Exceptions apply to inheritance upon death and other circumstances, as well as stock lending to parties designated by the Company.
Dilution RateThe number of potential shares after fixation represents approximately 24.9% of the total number of issued shares as of the end of July 2026. The dilution rate against the total number of issued shares after full exercise is approximately 20%.
Total number of issued shares1,281,283,624 shares (as of 30 June 2026) → Not disclosed
Exercise price¥10 per share. Adjustment provision: Not disclosed (this disclosure concerns the abolition of the provision for adjusting the number of underlying shares; no description of an adjustment to the exercise price is provided)
Exercise periodRights vest in stages on 8 February 2026, 8 February 2027, and 8 February 2028. Expiration date: Not disclosed
Number of Stock Acquisition RightsTotal issued: 460,000 rights; exercised: 1,000 rights; remaining unexercised: 459,000 rights
Transfer restriction period5 years from 18 August 2026 through 17 August 2031 (for shares acquired through exercise)
Conditions for lifting transfer restrictionsInheritance upon death and certain other exceptions. Stock lending to parties designated by the Company is also an exception.
Categories and Number of Persons CoveredCurrent holders: 1 director, 2 executive officers, and 2 employees. Future eligible participants in the incentive vehicle will be current or future officers and employees of the Company or its group companies, among others; number of participants: Not disclosed
Procedures under the Corporate Code of ConductThe Board of Directors approved the matter after excluding the director who holds these Stock Acquisition Rights from deliberation and voting. Consent was obtained from all holders of these Stock Acquisition Rights.
Most recent equity financingFebruary 2023: financing through a third-party allotment of new shares and issuance of the 9th Series Stock Acquisition Rights. Amount: Not disclosed
Impact on Business PerformanceThe impact on consolidated results for the current fiscal year is expected to be immaterial.
Items this document does not state (12)
Issue price and disposal priceTotal issue valueEstimated issuance expensesSpecific use of fundsPayment dateBasis for determining the amount to be paidReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 revise the mechanism under which the number of potential shares automatically increases through future equity financings and other events, clarify the upper limit of future dilution for existing shareholders, and clarify the relationship between decisions concerning capital raising and the interests of holders of these Stock Acquisition Rights. In addition, to align the interests of officers and employees with those of shareholders and encourage their commitment to enhancing corporate value over the medium to long term.

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Notice Concerning Partial Amendments to the Issuance Terms for the 10th Stock Acquisition Rights, the Execution of a Lock-Up Agreement, and a Policy for the Partial Transfer to a Long-Term Officer and Employee Incentive Plan | Metaplanet Inc. (3350) timely disclosure | Komori