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Share Issuance and Disposal4596Kubota Pharmaceutical Holdings Co.,Ltd.Pharmaceuticals

Notice Regarding the Decision to Submit a Proposal for the Issuance of Stock Options (Share Acquisition Rights)

The company has decided to submit to the shareholders meeting a proposal for a framework to issue stock options (share acquisition rights) free of charge to directors, employees, consultants and others, with the aim of enhancing their motivation to improve business performance and increase corporate value. The total number of share acquisition rights to be issued will be capped at 50,000, representing up to 5,000,000 underlying shares.

Worth reading
34Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
5000000
Shares (maximum number of shares to be delivered upon exercise of the stock acquisition rights)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share acquisition rights issued free of charge as stock options

発行・処分する株式数

Up to 5,000,000 common shares (50,000 share acquisition rights, with 100 shares per right)

Intended allottee
Directors (including outside directors), employees and consultants of the company and its subsidiaries. The number of recipients is not disclosed.
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.

Terms of the stock acquisition rights
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.
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
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
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.
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.
Intended allottee's holding policy
The acquisition of the stock acquisition rights through transfer requires approval from the Company's Board of Directors.
Payment date
No payment of money is required in exchange for the stock acquisition rights.
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.
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.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare acquisition rights issued free of charge as stock options
Number of shares to be issued or disposed ofUp to 5,000,000 common shares (50,000 share acquisition rights, with 100 shares per right)
Issue price and disposal priceThe 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 raisedThere 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 dateNo payment of money is required in exchange for the stock acquisition rights.
Intended allotteeDirectors (including outside directors), employees and consultants of the company and its subsidiaries. The number of recipients is not disclosed.
Intended allottee's holding policyThe acquisition of the stock acquisition rights through transfer requires approval from the Company's Board of Directors.
Basis for determining the amount to be paidThe 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 priceThe 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 periodFrom the allotment date until the date 10 years after the date of the resolution approving the grant
Number of Stock Acquisition RightsUp to 50,000 share acquisition rights in total. The number of unexercised rights is not disclosed.
Conditions for lifting transfer restrictionsIn 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 considerationWhen 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 CoveredDirectors (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 ConductThe 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 PerformanceThe 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)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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.

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 Decision to Submit a Proposal for the Issuance of Stock Options (Share Acquisition Rights) | Kubota Pharmaceutical Holdings Co.,Ltd. (4596) timely disclosure | Komori