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Share Issuance and Disposal4755Rakuten Group,Inc.Information and Communications, Services and Others

Grant of Retirement Compensation-Type Stock Options (Share Acquisition Rights) to Directors of the Company Who Also Serve as Executive Officers

The Board of Directors resolved to grant 5,423 stock options (share acquisition rights) exercisable only upon retirement to 2 directors who also serve as executive officers of the Company. The number of shares underlying the share acquisition rights is 542,300.

Worth reading
35Immaterial
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
542300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights for compensation purposes (retirement-time compensation stock options)

Who receives how much

542,300 shares of the Company’s common stock (5,423 share acquisition rights, 100 shares per right)

2 directors who also serve as executive officers of the Company (5,423 share acquisition rights)

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

No monetary payment is required in exchange for the share acquisition rights. The exercise price is ¥1 per share acquisition right.
Terms of the stock acquisition rights
Exercise price
¥1 per share acquisition right. No adjustment provisions or adjustment floor are disclosed.
Exercise period
From 1 May 2026 to 1 May 2066 (up to the date corresponding to 40 years after the date of issuance of the share acquisition rights)
Number of Stock Acquisition Rights
Total issued: 5,423 share acquisition rights. Unexercised balance: Not disclosed
Reason for acquisition without consideration
When approval for a corporate reorganization transaction is obtained at a shareholders meeting, or when a holder of the share acquisition rights ceases to satisfy the exercise conditions before exercising the rights
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.

Transfer restriction period
Exercise is permitted only within 10 days from the day following the date on which the holder ceases to hold any position as a director, executive officer, corporate auditor or employee of the Company, its subsidiaries or its affiliates.
Conditions for lifting transfer restrictions
Exercise is permitted within 10 days from the day following the date on which, due to retirement or other reasons, the holder ceases to hold any position as a director, executive officer, corporate auditor or employee of any company in the target group. No disclosure states that the achievement of performance or share-price conditions is required for解除 of the restriction.
Categories and Number of Persons Covered
2 directors who also serve as executive officers of the Company — 5,423 share acquisition rights
Intended allottee's holding policy
The share acquisition rights may not be transferred, pledged or otherwise disposed of. Any acquisition through transfer requires the approval of the Company’s Board of Directors.
Basis for determining the amount to be paid
The share acquisition rights are granted at fair value as consideration for the performance of duties and do not constitute an issuance on favorable terms. No discount or premium rate based on the share price is disclosed.
Procedures under the Corporate Code of Conduct
The issuance was resolved by the Board of Directors. No disclosure states that an opinion was obtained from an independent third party or that shareholders’ intentions were confirmed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights for compensation purposes (retirement-time compensation stock options)
Number of shares to be issued or disposed of542,300 shares of the Company’s common stock (5,423 share acquisition rights, 100 shares per right)
Issue price and disposal priceNo monetary payment is required in exchange for the share acquisition rights. The exercise price is ¥1 per share acquisition right.
Intended allottee2 directors who also serve as executive officers of the Company (5,423 share acquisition rights)
Intended allottee's holding policyThe share acquisition rights may not be transferred, pledged or otherwise disposed of. Any acquisition through transfer requires the approval of the Company’s Board of Directors.
Basis for determining the amount to be paidThe share acquisition rights are granted at fair value as consideration for the performance of duties and do not constitute an issuance on favorable terms. No discount or premium rate based on the share price is disclosed.
Exercise price¥1 per share acquisition right. No adjustment provisions or adjustment floor are disclosed.
Exercise periodFrom 1 May 2026 to 1 May 2066 (up to the date corresponding to 40 years after the date of issuance of the share acquisition rights)
Number of Stock Acquisition RightsTotal issued: 5,423 share acquisition rights. Unexercised balance: Not disclosed
Transfer restriction periodExercise is permitted only within 10 days from the day following the date on which the holder ceases to hold any position as a director, executive officer, corporate auditor or employee of the Company, its subsidiaries or its affiliates.
Conditions for lifting transfer restrictionsExercise is permitted within 10 days from the day following the date on which, due to retirement or other reasons, the holder ceases to hold any position as a director, executive officer, corporate auditor or employee of any company in the target group. No disclosure states that the achievement of performance or share-price conditions is required for解除 of the restriction.
Reason for acquisition without considerationWhen approval for a corporate reorganization transaction is obtained at a shareholders meeting, or when a holder of the share acquisition rights ceases to satisfy the exercise conditions before exercising the rights
Categories and Number of Persons Covered2 directors who also serve as executive officers of the Company — 5,423 share acquisition rights
Procedures under the Corporate Code of ConductThe issuance was resolved by the Board of Directors. No disclosure states that an opinion was obtained from an independent third party or that shareholders’ intentions were confirmed.
Items this document does not state (14)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesTotal Stock-Based CompensationUnderwriter / 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 share with shareholders both the benefits of a rise in the share price and the adverse effects of a decline in the share price, thereby increasing the recipients’ motivation to contribute to improving the performance of the Company Group and raising its share price. The options are also intended to serve as an incentive for long-term improvements in performance and the share price, as well as for attracting, securing and retaining talented personnel.

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Grant of Retirement Compensation-Type Stock Options (Share Acquisition Rights) to Directors of the Company Who Also Serve as Executive Officers | Rakuten Group,Inc. (4755) timely disclosure | Komori