Details of issuance or disposal
Share acquisition rights issued free of charge as stock options
Up to 5,000,000 common shares (50,000 share acquisition rights, with 100 shares per right)
There will be no payment upon issuance of the share acquisition rights. The total amount payable upon exercise and the estimated net proceeds are not disclosed.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Share acquisition rights issued free of charge as stock options |
| Number of shares to be issued or disposed of | Up to 5,000,000 common shares (50,000 share acquisition rights, with 100 shares per right) |
| Issue price and disposal price | The share acquisition rights will be issued free of charge. The exercise price will be the higher of the average closing price for each trading day in the month preceding the month containing the allotment date and the closing price on the allotment date. |
| Amount of funds to be raised | There will be no payment upon issuance of the share acquisition rights. The total amount payable upon exercise and the estimated net proceeds are not disclosed. |
| Payment date | No payment of money is required in exchange for the stock acquisition rights. |
| Intended allottee | Directors (including outside directors), employees and consultants of the company and its subsidiaries. The number of recipients is not disclosed. |
| Intended allottee's holding policy | The acquisition of the stock acquisition rights through transfer requires approval from the Company's Board of Directors. |
| Basis for determining the amount to be paid | The higher of the average closing price on the Tokyo Stock Exchange for each trading day in the month preceding the month containing the allotment date and the closing price on the allotment date. The discount or premium rate is not disclosed. |
| Exercise price | The higher of the average closing price in the month preceding the month containing the allotment date and the closing price on the allotment date. Adjustment provisions apply in the event of a stock split, consolidation or similar event. The minimum exercise price is not disclosed. |
| Exercise period | From the allotment date until the date 10 years after the date of the resolution approving the grant |
| Number of Stock Acquisition Rights | Up to 50,000 share acquisition rights in total. The number of unexercised rights is not disclosed. |
| Conditions for lifting transfer restrictions | In cases such as ceasing to be a service provider, only share acquisition rights that have vested and become exercisable may be exercised for a specified period. In the event of termination for a valid reason or a similar circumstance, the rights will lapse in accordance with conditions determined by the company. |
| Reason for acquisition without consideration | When a corporate reorganization transaction is approved at a shareholders meeting or similar meeting, when the rights can no longer be exercised under the exercise conditions, or when they can no longer be exercised under the agreement |
| Categories and Number of Persons Covered | Directors (including outside directors), employees and consultants of the company, and directors (including outside directors), employees and consultants of the company's subsidiaries. A breakdown by number of recipients is not disclosed. The allocation to directors excluding directors who are Audit & Supervisory Committee members will be capped at 43,000 share acquisition rights, representing 4,300,000 shares, and the allocation to directors who are Audit & Supervisory Committee members will be capped at 1,000 share acquisition rights, representing 100,000 shares. |
| Procedures under the Corporate Code of Conduct | The company will submit to the annual shareholders meeting scheduled for 24 April 2026 a proposal entitled “Proposal to Delegate to the Company's Board of Directors the Authority to Determine the Offering Terms for Share Acquisition Rights as Stock Options.” The issuance will be conditional on the proposal being approved and adopted. |
| Impact on Business Performance | The purpose is to enhance motivation and morale toward improving business performance and increasing corporate value. The specific impact on business performance and financial results is not disclosed. |
Items this document does not state (12)
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 enhance motivation and morale toward improving the performance of the group and increasing corporate value.