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Share Issuance and Disposal3491GAtechnologies Co.,Ltd.Real Estate

Notice Regarding the Issuance of the 18th Series of Stock Acquisition Rights (Free-of-Charge Stock Options)

The Company resolved to issue 336 Series 18 stock acquisition rights, free of charge, to 1 employee of the Company, equivalent to 33,600 common shares. The exercise conditions include the Company's business profit exceeding ¥10 billion for the fiscal year ending October 2026.

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Neutral
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Scale
0.08
% (as a percentage of the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of Series 18 Stock Acquisition Rights (Free Stock Options)

Who receives how much

Equivalent to 33,600 common shares (336 stock acquisition rights, 100 shares per right)

1 employee of the Company336 stock acquisition rights (equivalent to 33,600 common shares)

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

Free of charge for each stock acquisition right. The exercise price will be calculated based on the average closing price for the month preceding the month of allotment multiplied by 1.05.
発行済株式総数

0.08% (percentage of the total number of common shares that would be issued upon the exercise of all of these stock acquisition rights relative to the total number of shares outstanding)

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
Calculated based on the average closing price for the month preceding the month of allotment multiplied by 1.05. The closing price on the allotment date will serve as the floor. Adjustment provisions apply in the event of a share split, consolidation or similar event.
Exercise period
Start Date 1 July 2028 / End date 10 June 2036
Number of Stock Acquisition Rights
Total issued: 336 rights. Number of unexercised rights: Not disclosed
Reason for acquisition without consideration
The Company may acquire all or the applicable portion of these stock acquisition rights free of charge if approval of a reorganization is obtained at a shareholders meeting or a resolution regarding the reorganization is adopted by the Board of Directors, or if the rights can no longer be exercised under the exercise conditions.
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.

Conditions for lifting transfer restrictions
The rights may be exercised only if business profit for the fiscal year ending October 2026 exceeds ¥10,000 million. The holder must also be a director, audit & supervisory board member or employee of the Company or one of its affiliates at the time of exercise, subject to certain exceptions. The percentage of rights that may be exercised will also be set in stages.
Categories and Number of Persons Covered
1 employee of the Company, 336 rights
Intended allottee's holding policy
The acquisition of the stock acquisition rights through transfer requires approval from the Company's Board of Directors.
Payment date
No monetary payment is required for the stock acquisition rights.
Basis for determining the amount to be paid
The amount obtained by multiplying the average closing price of the Company's common shares on each trading day in the month preceding the month in which the allotment date falls by 1.05. However, if this amount is lower than the closing price on the allotment date, the closing price on the allotment date will apply.
Procedures under the Corporate Code of Conduct
Resolved at the Board of Directors meeting held on 11 June 2026
Impact on Business Performance
Specific impact on business performance from the issuance of these stock acquisition rights: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Series 18 Stock Acquisition Rights (Free Stock Options)
Number of shares to be issued or disposed ofEquivalent to 33,600 common shares (336 stock acquisition rights, 100 shares per right)
Issue price and disposal priceFree of charge for each stock acquisition right. The exercise price will be calculated based on the average closing price for the month preceding the month of allotment multiplied by 1.05.
Payment dateNo monetary payment is required for the stock acquisition rights.
Intended allotteeCategory 1 employee of the Company / Number of Shares 336 stock acquisition rights (equivalent to 33,600 common shares)
Intended allottee's holding policyThe acquisition of the stock acquisition rights through transfer requires approval from the Company's Board of Directors.
Dilution Rate0.08% (percentage of the total number of common shares that would be issued upon the exercise of all of these stock acquisition rights relative to the total number of shares outstanding)
Basis for determining the amount to be paidThe amount obtained by multiplying the average closing price of the Company's common shares on each trading day in the month preceding the month in which the allotment date falls by 1.05. However, if this amount is lower than the closing price on the allotment date, the closing price on the allotment date will apply.
Exercise priceCalculated based on the average closing price for the month preceding the month of allotment multiplied by 1.05. The closing price on the allotment date will serve as the floor. Adjustment provisions apply in the event of a share split, consolidation or similar event.
Exercise periodStart Date 1 July 2028 / End date 10 June 2036
Number of Stock Acquisition RightsTotal issued: 336 rights. Number of unexercised rights: Not disclosed
Conditions for lifting transfer restrictionsThe rights may be exercised only if business profit for the fiscal year ending October 2026 exceeds ¥10,000 million. The holder must also be a director, audit & supervisory board member or employee of the Company or one of its affiliates at the time of exercise, subject to certain exceptions. The percentage of rights that may be exercised will also be set in stages.
Reason for acquisition without considerationThe Company may acquire all or the applicable portion of these stock acquisition rights free of charge if approval of a reorganization is obtained at a shareholders meeting or a resolution regarding the reorganization is adopted by the Board of Directors, or if the rights can no longer be exercised under the exercise conditions.
Categories and Number of Persons Covered1 employee of the Company, 336 rights
Procedures under the Corporate Code of ConductResolved at the Board of Directors meeting held on 11 June 2026
Impact on Business PerformanceSpecific impact on business performance from the issuance of these stock acquisition rights: Not disclosed
Items this document does not state (12)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / 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 increase employee motivation and morale and further strengthen the Company's unity, with a view to achieving medium- to long-term business growth and increasing corporate value.

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Notice Regarding the Issuance of the 18th Series of Stock Acquisition Rights (Free-of-Charge Stock Options) | GAtechnologies Co.,Ltd. (3491) timely disclosure | Komori