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Share Issuance and Disposal4418Japan Data Science Consortium Co.Ltd.Information and Communications, Services and Others

Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights)

The Company resolved to issue 6,783 paid stock acquisition rights to 3 directors. If all rights are exercised, the number of common shares will increase by 678,300, resulting in a dilution rate of 4.3% of the total number of issued shares.

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Details of issuance or disposal

Issuance of paid stock options (stock acquisition rights)

Who receives how much

678,300 common shares (6,783 stock acquisition rights × 100 shares)

3 directors of the Company6,783 stock acquisition rights (equivalent to 678,300 common shares)

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

¥800 per stock acquisition right
Total issue value

¥5,426,400

Total Stock-Based Compensation
Not applicable (This is a paid issuance based on individual investment decisions, not compensation.)
Existing Shares and Increase
+4.30%Rate of increase
15,775,066 shares16,453,366Shares

4.3% (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
The initial exercise price is ¥1,055 per share. Adjustment provisions apply in connection with stock splits, consolidations of shares, and the issuance of new shares or disposal of treasury shares at a price below market value, among other events. The minimum exercise price is Not disclosed.
Exercise period
Start Date 1 October 2028 / End date 9 September 2036
Number of Stock Acquisition Rights
Total number issued: 6,783. The number of outstanding unexercised rights is Not disclosed.
Reason for acquisition without consideration
If a merger or other transaction in which the Company is the disappearing company is approved, or if a holder of the stock acquisition rights becomes unable to exercise the rights, the Company may acquire the stock acquisition rights without consideration.
Categories and Number of Persons Covered
3 directors of the Company; 6,783 stock acquisition rights allocated
Payment date
10 September 2026
Basis for determining the amount to be paid
The amount was determined with reference to the results of a Monte Carlo simulation conducted by 株式会社プルータス・コンサルティング, an independent valuation institution, taking into account the Company’s share price information and other factors. The periods used for the closing price and average share price, as well as the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
Because the rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without shareholder approval. The issue price was determined with reference to the valuation by an independent valuation institution.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed of678,300 common shares (6,783 stock acquisition rights × 100 shares)
Issue price and disposal price¥800 per stock acquisition right
Total issue value¥5,426,400
Payment date10 September 2026
Intended allotteeName 3 directors of the Company / Number of Shares 6,783 stock acquisition rights (equivalent to 678,300 common shares)
Dilution Rate4.3% (if all of these stock acquisition rights are exercised)
Total number of issued shares15,775,066 shares → 16,453,366 shares (if all stock acquisition rights are exercised)(4.3%)
Basis for determining the amount to be paidThe amount was determined with reference to the results of a Monte Carlo simulation conducted by 株式会社プルータス・コンサルティング, an independent valuation institution, taking into account the Company’s share price information and other factors. The periods used for the closing price and average share price, as well as the discount and premium rates, are Not disclosed.
Exercise priceThe initial exercise price is ¥1,055 per share. Adjustment provisions apply in connection with stock splits, consolidations of shares, and the issuance of new shares or disposal of treasury shares at a price below market value, among other events. The minimum exercise price is Not disclosed.
Exercise periodStart Date 1 October 2028 / End date 9 September 2036
Number of Stock Acquisition RightsTotal number issued: 6,783. The number of outstanding unexercised rights is Not disclosed.
Reason for acquisition without considerationIf a merger or other transaction in which the Company is the disappearing company is approved, or if a holder of the stock acquisition rights becomes unable to exercise the rights, the Company may acquire the stock acquisition rights without consideration.
Categories and Number of Persons Covered3 directors of the Company; 6,783 stock acquisition rights allocated
Total Stock-Based CompensationNot applicable (This is a paid issuance based on individual investment decisions, not compensation.)
Procedures under the Corporate Code of ConductBecause the rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without shareholder approval. The issue price was determined with reference to the valuation by an independent valuation institution.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer 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 the directors’ motivation, morale, commitment to enhancing corporate value and unity in pursuit of the Company’s medium- to long-term earnings growth and increased corporate value. The Company believes that making the achievement of targets for adjusted operating profit and market capitalization conditions for exercising the rights will contribute to the interests of existing shareholders and that the impact of dilution is reasonable.

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Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights) | Japan Data Science Consortium Co.Ltd. (4418) timely disclosure | Komori