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Share Issuance and Disposal3837Ad-Sol Nissin CorporationInformation and Communications, Services and Others

Notice Regarding the Issuance of Equity Compensation Stock Options (Share Acquisition Rights)

The Company has resolved to issue 28,967 subscription rights to shares to 4 directors, excluding outside directors, as stock compensation-type stock options. Each subscription right covers 1 common share, and the exercise price will be ¥1 per share.

Worth reading
43Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
28967
Units (28,967 underlying shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as equity compensation stock options

Who receives how much

28,967 subscription rights to shares (1 common share per subscription right; 28,967 underlying shares)

4 directors of the Company (excluding outside directors)28,967 units (28,967 underlying shares)

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

The amount obtained by multiplying the option value per share calculated using the Black-Scholes model by the number of shares underlying the options, rounded up to the nearest yen
Amount of funds to be raised

The payment for the subscription rights to shares will be offset against claims for compensation, and therefore no cash payment will be required. Estimated net proceeds: Not disclosed

Total Stock-Based Compensation
The payment for each subscription right to shares will be offset against claims for compensation. Total amount: Not disclosed.
Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1 per share. The adjustment provisions are Not disclosed.
Exercise period
From 7 August 2026 to 6 August 2056
Number of Stock Acquisition Rights
Total number to be issued: 28,967 units. Number of outstanding unexercised units: Not disclosed.
Reason for acquisition without consideration
If a merger, company split, share exchange or share transfer, an amendment to the articles of incorporation to require approval for the transfer of all shares, or an amendment to the articles of incorporation to require approval for the transfer of, or provide for the acquisition of all, shares of a class subject to the rights is approved or resolved, the Company may acquire the subscription rights without consideration on a date separately determined by the Board of Directors.
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 subscription rights may be exercised only during the period from the day following the date on which the holder loses their position as a director through the date 10 days thereafter. However, they may be exercised while the holder remains a director on or after 7 August 2055. In the event of death, the rights may be inherited by the holder’s heirs.
Categories and Number of Persons Covered
The Company's directors, excluding outside directors: 4 people, 28,967 units
Payment date
6 August 2026
Basis for determining the amount to be paid
The Black-Scholes model will be used. The share price will be the closing price of the Company’s common stock in regular trading on the Tokyo Stock Exchange on 6 August 2026, and volatility will be based on the share-price volatility calculated from closing prices on each trading day from 12 July 2011 to 6 August 2026. The exercise price is ¥1. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The issuance was resolved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. Obtaining an independent third-party opinion and confirming shareholders’ intentions: Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as equity compensation stock options
Number of shares to be issued or disposed of28,967 subscription rights to shares (1 common share per subscription right; 28,967 underlying shares)
Issue price and disposal priceThe amount obtained by multiplying the option value per share calculated using the Black-Scholes model by the number of shares underlying the options, rounded up to the nearest yen
Amount of funds to be raisedThe payment for the subscription rights to shares will be offset against claims for compensation, and therefore no cash payment will be required. Estimated net proceeds: Not disclosed
Payment date6 August 2026
Intended allotteeName 4 directors of the Company (excluding outside directors) / Number of Shares 28,967 units (28,967 underlying shares)
Basis for determining the amount to be paidThe Black-Scholes model will be used. The share price will be the closing price of the Company’s common stock in regular trading on the Tokyo Stock Exchange on 6 August 2026, and volatility will be based on the share-price volatility calculated from closing prices on each trading day from 12 July 2011 to 6 August 2026. The exercise price is ¥1. The discount rate and premium rate are Not disclosed.
Exercise priceThe initial exercise price is ¥1 per share. The adjustment provisions are Not disclosed.
Exercise periodFrom 7 August 2026 to 6 August 2056
Number of Stock Acquisition RightsTotal number to be issued: 28,967 units. Number of outstanding unexercised units: Not disclosed.
Conditions for lifting transfer restrictionsThe subscription rights may be exercised only during the period from the day following the date on which the holder loses their position as a director through the date 10 days thereafter. However, they may be exercised while the holder remains a director on or after 7 August 2055. In the event of death, the rights may be inherited by the holder’s heirs.
Reason for acquisition without considerationIf a merger, company split, share exchange or share transfer, an amendment to the articles of incorporation to require approval for the transfer of all shares, or an amendment to the articles of incorporation to require approval for the transfer of, or provide for the acquisition of all, shares of a class subject to the rights is approved or resolved, the Company may acquire the subscription rights without consideration on a date separately determined by the Board of Directors.
Categories and Number of Persons CoveredThe Company's directors, excluding outside directors: 4 people, 28,967 units
Total Stock-Based CompensationThe payment for each subscription right to shares will be offset against claims for compensation. Total amount: Not disclosed.
Procedures under the Corporate Code of ConductThe issuance was resolved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. Obtaining an independent third-party opinion and confirming shareholders’ intentions: Not disclosed.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodUnderwriter / 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 link directors’ compensation to the Company’s performance and share value, and to have them share with shareholders not only the benefits of a rising share price but also the risk of a decline, thereby increasing their motivation and morale to improve performance and enhance corporate value over the medium to long term.

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 Regarding the Issuance of Equity Compensation Stock Options (Share Acquisition Rights) | Ad-Sol Nissin Corporation (3837) timely disclosure | Komori