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Share Issuance and Disposal3679ZIGExN Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Issuance of Performance-Linked Subscription Rights to Shares (Paid Stock Options)

The Company resolved to issue 5,300 paid stock acquisition rights to directors, employees and directors of subsidiaries, with the achievement of performance targets as an exercise condition. If all rights are exercised, the number of ordinary shares will increase by 530,000, equivalent to 0.48% of the total number of issued shares.

Worth reading
61In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
0.48
Percentage of total shares issued (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of performance-linked subscription stock acquisition rights (paid stock options)

Who receives how much

530,000 ordinary shares (5,300 stock acquisition rights, 100 shares per right)

1 director of the company200,000 shares (2,000 stock acquisition rights)
4 employees of the Company180,000 shares (1,800 stock acquisition rights)
1 director of a subsidiary of the Company150,000 shares (1,500 stock acquisition rights)

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥200 per stock acquisition right
Total issue value

¥1,060,000

Amount of funds to be raised
Total amount to be paid: ¥1,060,000; estimated net proceeds: Not disclosed
発行済株式総数

0.48% (if all of these stock acquisition rights are exercised)

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
Initial exercise price: ¥375 per share. Adjustment provisions apply in connection with share splits, share consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. Floor price: Not disclosed
Exercise period
From 15 May 2030 to 15 June 2031
Number of Stock Acquisition Rights
Total number issued: 5,300; number remaining unexercised: Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger or other transaction in which the Company is the disappearing company, the Company may acquire all of the rights without consideration on the date separately determined by the Company's Board of Directors. The Company may also acquire the rights without consideration if they become non-exercisable under the exercise conditions before exercise.
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
As a performance condition, the rights may be exercised up to the following maximum percentages depending on EBITDA for the fiscal year ending March 2030: 20% if EBITDA is at least ¥10,500 million, 50% if at least ¥10,750 million, 67% if at least ¥11,750 million, 83% if at least ¥12,750 million, and 100% if at least ¥13,750 million. Another requirement is that the holder must be a director, audit & supervisory board member or employee of the Company or one of its affiliates from the allotment date through 31 March 2029, except where the Board of Directors recognizes the end of a term of office, mandatory retirement or another legitimate reason.
Categories and Number of Persons Covered
1 director of the Company: 2,000 rights; 4 employees of the Company: 1,800 rights; 1 director of a subsidiary of the Company: 1,500 rights
Payment date
9 July 2026
Basis for determining the amount to be paid
¥200 per stock acquisition right. The amount was determined with reference to the result calculated by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking into account the Company's share price information and other factors. The exercise price is ¥375, the closing price of the Company's ordinary shares in regular trading on the Tokyo Stock Exchange on 23 June 2026. Discount rate and premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
As the terms are not particularly favorable, the issuance will be carried out pursuant to 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 performance-linked subscription stock acquisition rights (paid stock options)
Number of shares to be issued or disposed of530,000 ordinary shares (5,300 stock acquisition rights, 100 shares per right)
Issue price and disposal price¥200 per stock acquisition right
Total issue value¥1,060,000
Amount of funds to be raisedTotal amount to be paid: ¥1,060,000; estimated net proceeds: Not disclosed
Payment date9 July 2026
Intended allotteeCategory 1 director of the company / Number of Shares 200,000 shares (2,000 stock acquisition rights), Category 4 employees of the Company / Number of Shares 180,000 shares (1,800 stock acquisition rights), Category 1 director of a subsidiary of the Company / Number of Shares 150,000 shares (1,500 stock acquisition rights)
Dilution Rate0.48% (if all of these stock acquisition rights are exercised)
Basis for determining the amount to be paid¥200 per stock acquisition right. The amount was determined with reference to the result calculated by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking into account the Company's share price information and other factors. The exercise price is ¥375, the closing price of the Company's ordinary shares in regular trading on the Tokyo Stock Exchange on 23 June 2026. Discount rate and premium rate: Not disclosed
Exercise priceInitial exercise price: ¥375 per share. Adjustment provisions apply in connection with share splits, share consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. Floor price: Not disclosed
Exercise periodFrom 15 May 2030 to 15 June 2031
Number of Stock Acquisition RightsTotal number issued: 5,300; number remaining unexercised: Not disclosed
Conditions for lifting transfer restrictionsAs a performance condition, the rights may be exercised up to the following maximum percentages depending on EBITDA for the fiscal year ending March 2030: 20% if EBITDA is at least ¥10,500 million, 50% if at least ¥10,750 million, 67% if at least ¥11,750 million, 83% if at least ¥12,750 million, and 100% if at least ¥13,750 million. Another requirement is that the holder must be a director, audit & supervisory board member or employee of the Company or one of its affiliates from the allotment date through 31 March 2029, except where the Board of Directors recognizes the end of a term of office, mandatory retirement or another legitimate reason.
Reason for acquisition without considerationIf approval is granted for a merger or other transaction in which the Company is the disappearing company, the Company may acquire all of the rights without consideration on the date separately determined by the Company's Board of Directors. The Company may also acquire the rights without consideration if they become non-exercisable under the exercise conditions before exercise.
Categories and Number of Persons Covered1 director of the Company: 2,000 rights; 4 employees of the Company: 1,800 rights; 1 director of a subsidiary of the Company: 1,500 rights
Procedures under the Corporate Code of ConductAs the terms are not particularly favorable, the issuance will be carried out pursuant to a resolution of the Board of Directors without obtaining approval at a shareholders meeting.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / 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.

The issuance is intended to strengthen management through an appropriate incentive structure, promote multilayered management strategies, and further enhance management's commitment to the long-term expansion of corporate value.

How to read this page

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Notice Concerning the Issuance of Performance-Linked Subscription Rights to Shares (Paid Stock Options) | ZIGExN Co.,Ltd. (3679) timely disclosure | Komori