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Share Issuance and Disposal5033Nulab Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) to Employees of the Company

The company resolved to issue 150,000 fifth-series stock acquisition rights (stock options) to its employees at no cost. The rights will be allocated to 2 executive officers and 2 employees, and exercise will result in the delivery of 150,000 common shares.

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Neutral
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Scale
150000
units
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock options (stock acquisition rights) to company employees

Who receives how much

150,000 stock acquisition rights, representing 150,000 underlying common shares (1 share per stock acquisition right)

2 executive officers of the Company100,000 stock acquisition rights
2 employees of the Company50,000 stock acquisition rights

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

No consideration (¥0) per stock acquisition right
Total issue value

Not stated because the rights are issued at no cost

Amount of funds to be raised
Total payment upon issuance of the stock acquisition rights: ¥0; estimated net proceeds: Not disclosed
Terms of the stock acquisition rights
Exercise price
The initial exercise price will be the closing price on the day preceding the date on which the allocation agreements are executed. Adjustment provisions apply in the event of a stock split or reverse stock split, an issuance of new shares or disposal of treasury shares at a price below market value, a corporate reorganization or other specified events. No floor for adjustments is stated.
Exercise period
Start Date 28 April 2028 / End date 27 April 2036
Number of Stock Acquisition Rights
Total number issued 150,000 stock acquisition rights / Number of unexercised units Not disclosed
Reason for acquisition without consideration
The company may acquire the rights without consideration if the holder ceases to satisfy the conditions for exercising the rights; the company undertakes a merger or similar transaction in which it is the disappearing company; the holder waives the stock acquisition rights; or any of the following occurs: criminal sanctions, misconduct, disciplinary dismissal, competition with the company, death, commencement of adult guardianship or similar proceedings, a petition for commencement of bankruptcy or other insolvency proceedings, an affiliation with antisocial forces, or a breach of the allocation agreement.
Categories and Number of Persons Covered
Category Executive officers of the Company / Number of Employees 2 / Number of allocated shares 100,000 stock acquisition rights (100,000 underlying shares), Category The Company's employees / Number of Employees 2 / Number of allocated shares 50,000 stock acquisition rights (50,000 underlying shares)
Payment date
No monetary payment is required
Basis for determining the amount to be paid
The exercise price will be the closing price of the company’s common stock in regular trading on the Tokyo Stock Exchange on the day preceding the date on which the allocation agreements for the stock acquisition rights are executed. If there were no trades on that day, the exercise price will be the closing price on the most recent preceding trading day. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The issuance was resolved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. No information is provided on obtaining an opinion from an independent third party or confirming shareholders’ intentions.
Impact on Business Performance
The impact of this matter on consolidated results for the current fiscal year will be minor. If an impact on results arises, the company will disclose details promptly and appropriately once they are finalized.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock options (stock acquisition rights) to company employees
Number of shares to be issued or disposed of150,000 stock acquisition rights, representing 150,000 underlying common shares (1 share per stock acquisition right)
Issue price and disposal priceNo consideration (¥0) per stock acquisition right
Total issue valueNot stated because the rights are issued at no cost
Amount of funds to be raisedTotal payment upon issuance of the stock acquisition rights: ¥0; estimated net proceeds: Not disclosed
Payment dateNo monetary payment is required
Intended allotteeName 2 executive officers of the Company / Number of Shares 100,000 stock acquisition rights, Name 2 employees of the Company / Number of Shares 50,000 stock acquisition rights
Basis for determining the amount to be paidThe exercise price will be the closing price of the company’s common stock in regular trading on the Tokyo Stock Exchange on the day preceding the date on which the allocation agreements for the stock acquisition rights are executed. If there were no trades on that day, the exercise price will be the closing price on the most recent preceding trading day. No discount or premium rate is stated.
Exercise priceThe initial exercise price will be the closing price on the day preceding the date on which the allocation agreements are executed. Adjustment provisions apply in the event of a stock split or reverse stock split, an issuance of new shares or disposal of treasury shares at a price below market value, a corporate reorganization or other specified events. No floor for adjustments is stated.
Exercise periodStart Date 28 April 2028 / End date 27 April 2036
Number of Stock Acquisition RightsTotal number issued 150,000 stock acquisition rights / Number of unexercised units Not disclosed
Reason for acquisition without considerationThe company may acquire the rights without consideration if the holder ceases to satisfy the conditions for exercising the rights; the company undertakes a merger or similar transaction in which it is the disappearing company; the holder waives the stock acquisition rights; or any of the following occurs: criminal sanctions, misconduct, disciplinary dismissal, competition with the company, death, commencement of adult guardianship or similar proceedings, a petition for commencement of bankruptcy or other insolvency proceedings, an affiliation with antisocial forces, or a breach of the allocation agreement.
Categories and Number of Persons CoveredCategory Executive officers of the Company / Number of Employees 2 / Number of allocated shares 100,000 stock acquisition rights (100,000 underlying shares), Category The Company's employees / Number of Employees 2 / Number of allocated shares 50,000 stock acquisition rights (50,000 underlying shares)
Procedures under the Corporate Code of ConductThe issuance was resolved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. No information is provided on obtaining an opinion from an independent third party or confirming shareholders’ intentions.
Impact on Business PerformanceThe impact of this matter on consolidated results for the current fiscal year will be minor. If an impact on results arises, the company will disclose details promptly and appropriately once they are finalized.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal 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.

The purpose is to enhance our employees’ motivation and morale to improve performance and contribute to increasing corporate value.

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Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) to Employees of the Company | Nulab Inc. (5033) timely disclosure | Komori