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

Granting stock options (share acquisition rights) to directors of the Company's subsidiaries and executive officers and employees of the Company and its subsidiaries

Rakuten Group resolved to grant stock options to directors of its subsidiaries and executive officers and employees of Rakuten Group and its subsidiaries, with the aim of providing incentives to improve business performance and the share price and of attracting and retaining talent. The stock options comprise a total of 60,218 share acquisition rights, which can be exercised to acquire up to 6,021,800 common shares.

Worth reading
51Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
6021800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of Stock Options (Stock Acquisition Rights)

発行・処分する株式数

6,021,800 common shares of the Company (60,218 share acquisition rights, 100 shares per right)

Intended allottee
Category Directors of the company's subsidiaries / Number of Employees 2 / Number of stock acquisition rights 81, Category Executive officers and employees of the Company and its subsidiaries / Number of Employees 15,236 / Number of stock acquisition rights 60,137
No cash payment is required in exchange for the share acquisition rights. The exercise price is ¥1 per share acquisition right.
Amount of funds to be raised

Payment upon issuance of the share acquisition rights: ¥0; estimated net proceeds: Not disclosed

Terms of the stock acquisition rights
Exercise price
¥1 per share acquisition right. Adjustment provisions and the adjustment floor are Not disclosed.
Exercise period
From 1 August 2027 to 1 August 2036 (from the anniversary date one year after the issue date to the anniversary date 10 years after the issue date)
Number of Stock Acquisition Rights
Total number issued: 60,218. Number outstanding and unexercised: Not disclosed.
Reason for acquisition without consideration
If a merger or other corporate reorganization in which the Company becomes the disappearing entity is approved at a general meeting of shareholders, or if a holder ceases to satisfy the prescribed service conditions before exercising the rights, the Company may acquire the share acquisition rights without consideration.
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
The rights become exercisable in stages from the anniversary date one year after the issue date, and all rights become exercisable from the anniversary date four years after the issue date. The exercise period runs from one year to 10 years after the issue date.
Conditions for lifting transfer restrictions
The rights become exercisable in stages: 15% from the anniversary date one year after the issue date, 35% from the anniversary date two years after the issue date, 65% from the anniversary date three years after the issue date, and 100% from the anniversary date four years after the issue date. At the time of exercise, the holder must be a director, executive officer, Audit & Supervisory Board member or employee of the Company, one of its subsidiaries or one of its affiliates.
Categories and Number of Persons Covered
Directors of the Company's subsidiaries: 2 people, 81 rights; executive officers and employees of the Company and its subsidiaries: 15,236 people, 60,137 rights
Intended allottee's holding policy
Pledging or otherwise disposing of the share acquisition rights is prohibited. The acquisition of share acquisition rights through transfer requires the approval of the Company's Board of Directors.
Basis for determining the amount to be paid
The share acquisition rights will be granted at fair value as consideration for the performance of duties and do not constitute an issuance on favorable terms. The reference closing price, average share price, and discount or premium rates are Not disclosed.
Procedures under the Corporate Code of Conduct
Resolved by the Company's Board of Directors on 16 July 2026. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Stock Options (Stock Acquisition Rights)
Number of shares to be issued or disposed of6,021,800 common shares of the Company (60,218 share acquisition rights, 100 shares per right)
Issue price and disposal priceNo cash payment is required in exchange for the share acquisition rights. The exercise price is ¥1 per share acquisition right.
Amount of funds to be raisedPayment upon issuance of the share acquisition rights: ¥0; estimated net proceeds: Not disclosed
Intended allotteeCategory Directors of the company's subsidiaries / Number of Employees 2 / Number of stock acquisition rights 81, Category Executive officers and employees of the Company and its subsidiaries / Number of Employees 15,236 / Number of stock acquisition rights 60,137
Intended allottee's holding policyPledging or otherwise disposing of the share acquisition rights is prohibited. The acquisition of share acquisition rights through transfer requires the approval of the Company's Board of Directors.
Basis for determining the amount to be paidThe share acquisition rights will be granted at fair value as consideration for the performance of duties and do not constitute an issuance on favorable terms. The reference closing price, average share price, and discount or premium rates are Not disclosed.
Exercise price¥1 per share acquisition right. Adjustment provisions and the adjustment floor are Not disclosed.
Exercise periodFrom 1 August 2027 to 1 August 2036 (from the anniversary date one year after the issue date to the anniversary date 10 years after the issue date)
Number of Stock Acquisition RightsTotal number issued: 60,218. Number outstanding and unexercised: Not disclosed.
Transfer restriction periodThe rights become exercisable in stages from the anniversary date one year after the issue date, and all rights become exercisable from the anniversary date four years after the issue date. The exercise period runs from one year to 10 years after the issue date.
Conditions for lifting transfer restrictionsThe rights become exercisable in stages: 15% from the anniversary date one year after the issue date, 35% from the anniversary date two years after the issue date, 65% from the anniversary date three years after the issue date, and 100% from the anniversary date four years after the issue date. At the time of exercise, the holder must be a director, executive officer, Audit & Supervisory Board member or employee of the Company, one of its subsidiaries or one of its affiliates.
Reason for acquisition without considerationIf a merger or other corporate reorganization in which the Company becomes the disappearing entity is approved at a general meeting of shareholders, or if a holder ceases to satisfy the prescribed service conditions before exercising the rights, the Company may acquire the share acquisition rights without consideration.
Categories and Number of Persons CoveredDirectors of the Company's subsidiaries: 2 people, 81 rights; executive officers and employees of the Company and its subsidiaries: 15,236 people, 60,137 rights
Procedures under the Corporate Code of ConductResolved by the Company's Board of Directors on 16 July 2026. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed.
Items this document does not state (13)
Total issue valueEstimated 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 align shareholders with the benefits of a rising share price and the adverse effects of a declining share price, thereby strengthening the desire to contribute to improved performance and a higher share price for the Group. The grant is also intended to attract and secure highly capable personnel, retain existing personnel, and enhance the corporate value of the Group and shareholder value.

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Granting stock options (share acquisition rights) to directors of the Company's subsidiaries and executive officers and employees of the Company and its subsidiaries | Rakuten Group,Inc. (4755) timely disclosure | Komori