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Share Issuance and Disposal3932Akatsuki Inc.Information and Communications, Services and Others

Notice Regarding the Amount and Terms of Compensation in the Form of Stock Options for Directors

The company has decided to submit to the shareholders meeting a proposal covering the compensation framework and specific terms for issuing stock acquisition rights as stock options to directors, excluding outside directors. The proposal covers up to 800 stock acquisition rights and up to 80,000 common shares per fiscal year.

Worth reading
51Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.6
% (percentage of total shares outstanding)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as stock options for directors

発行・処分する株式数

Up to 80,000 common shares (up to 800 stock acquisition rights, with 100 shares per right)

Intended allottee
Directors (excluding outside directors)
The stock acquisition rights will be issued free of charge. The amount to be paid for the shares will be the closing price of the company’s common shares on the allotment date.
Total Stock-Based Compensation

Up to ¥100 million per year (amount of compensation relating to the stock acquisition rights)

発行済株式総数

0.6%

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
The closing price of the company’s common shares on the allotment date. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The lower limit for adjustment is Not disclosed.
Exercise period
A period to be determined by the Board of Directors within the period beginning on the date two years after the date of the resolution granting the rights and ending on the date ten years after that date.
Number of Stock Acquisition Rights
Maximum total issuance of 800 stock acquisition rights. Unexercised balance: Not disclosed
Reason for acquisition without consideration
If a resolution approving a merger, company split, share exchange, share delivery, share transfer or similar transaction is passed, or if the rights can no longer be exercised before exercise under the prescribed exercise conditions.
Categories and Number of Persons Covered
Directors, excluding outside directors; number of directors: Not disclosed; up to 800 stock acquisition rights (up to 80,000 shares)
Intended allottee's holding policy
Approval by the Board of Directors is required for the acquisition of the stock acquisition rights through a transfer.
Basis for determining the amount to be paid
The exercise price of the stock acquisition rights will be the closing price of the company’s common shares on the Tokyo Stock Exchange on the allotment date, or, if there is no closing price on that date, the closing price on the most recent trading day.
Procedures under the Corporate Code of Conduct
The proposal will be submitted to the 16th Annual General Meeting of Shareholders scheduled for 25 June 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as stock options for directors
Number of shares to be issued or disposed ofUp to 80,000 common shares (up to 800 stock acquisition rights, with 100 shares per right)
Issue price and disposal priceThe stock acquisition rights will be issued free of charge. The amount to be paid for the shares will be the closing price of the company’s common shares on the allotment date.
Intended allotteeDirectors (excluding outside directors)
Intended allottee's holding policyApproval by the Board of Directors is required for the acquisition of the stock acquisition rights through a transfer.
Dilution Rate0.6%
Basis for determining the amount to be paidThe exercise price of the stock acquisition rights will be the closing price of the company’s common shares on the Tokyo Stock Exchange on the allotment date, or, if there is no closing price on that date, the closing price on the most recent trading day.
Exercise priceThe closing price of the company’s common shares on the allotment date. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The lower limit for adjustment is Not disclosed.
Exercise periodA period to be determined by the Board of Directors within the period beginning on the date two years after the date of the resolution granting the rights and ending on the date ten years after that date.
Number of Stock Acquisition RightsMaximum total issuance of 800 stock acquisition rights. Unexercised balance: Not disclosed
Reason for acquisition without considerationIf a resolution approving a merger, company split, share exchange, share delivery, share transfer or similar transaction is passed, or if the rights can no longer be exercised before exercise under the prescribed exercise conditions.
Categories and Number of Persons CoveredDirectors, excluding outside directors; number of directors: Not disclosed; up to 800 stock acquisition rights (up to 80,000 shares)
Total Stock-Based CompensationUp to ¥100 million per year (amount of compensation relating to the stock acquisition rights)
Procedures under the Corporate Code of ConductThe proposal will be submitted to the 16th Annual General Meeting of Shareholders scheduled for 25 June 2026.
Items this document does not state (14)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / 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 increase directors’ motivation and morale to improve business performance and corporate value, and to encourage business operations that place emphasis on shareholder interests.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Amount and Terms of Compensation in the Form of Stock Options for Directors | Akatsuki Inc. (3932) timely disclosure | Komori