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Share Issuance and Disposal5838Rakuten Bank,Ltd.Banks

Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) to Directors, Executive Officers and Others of the Bank

Rakuten Bank resolved to issue 173 share subscription rights as stock options to its directors, executive officers and directors of its subsidiaries as an incentive to increase the share price and improve business performance. The maximum number of common shares underlying the share subscription rights is 17,300.

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Details of issuance or disposal

Issuance of share acquisition rights as stock options

発行・処分する株式数

17,300 common shares of the Bank (4,700 shares for the Bank's directors, 1,000 shares under the service-continuation type and 11,600 shares under the retirement type)

Intended allottee
Name Directors of the Bank / Number of Employees 1 / Number of stock acquisition rights 47 rights, Name Executive officers of the Bank and directors of the Bank's subsidiaries / Number of Employees 16 / Number of stock acquisition rights 126 rights (10 under the service-continuation type and 116 under the retirement type)
No monetary payment is required in exchange for these share acquisition rights.
Amount of funds to be raised

Total amount to be paid: no monetary payment is required in exchange for these share subscription rights; estimated net proceeds: Not disclosed

Terms of the stock acquisition rights
Exercise price
¥1 per share subscription right. Adjustment provisions and the adjustment floor: Not disclosed
Exercise period
For the Bank's directors: until the corresponding date 40 years after the issuance date; service-continuation type: from the corresponding date one year after the issuance date until the corresponding date 10 years after the issuance date; retirement type: until the corresponding date 40 years after the issuance date
Number of Stock Acquisition Rights
Total number issued: 173 rights (47 for the Bank's directors, 10 under the service-continuation type and 116 under the retirement type). Number of unexercised rights outstanding: Not disclosed
Reason for acquisition without consideration
When a corporate reorganization is approved at a shareholders meeting, when the holder ceases to satisfy the exercise conditions before exercising the rights, or when the holder waives all or part of the share subscription 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.

Conditions for lifting transfer restrictions
Under the service-continuation type, the exercisable percentage increases in stages to 15%, 35%, 65% and 100% beginning on the corresponding date one year after the issuance date, and all rights become exercisable from the corresponding date four years thereafter. Under the retirement type and other types, the rights may be exercised only within 10 days from the day following the date on which the holder's position ends.
Stock Split RatioIf a stock split or consolidation of shares is conducted, adjusted number of shares = number of shares before adjustment × split or consolidation ratio. Effective date: Not disclosed
Categories and Number of Persons Covered
1 director of the Bank, 47 rights; 16 executive officers of the Bank and directors of the Bank's subsidiaries, 126 rights (10 under the service-continuation type and 116 under the retirement type)
Intended allottee's holding policy
Acquisition of these share subscription rights through transfer requires the approval of the Bank's Board of Directors. Pledging or otherwise disposing of these share subscription rights is also prohibited.
Basis for determining the amount to be paid
The share subscription rights are granted as compensation for the performance of duties through a fair issuance and therefore do not constitute an issuance on favorable terms.
Impact on Business Performance
The Bank believes that the issuance will strengthen recipients' motivation to contribute to improved business performance and a higher share price.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as stock options
Number of shares to be issued or disposed of17,300 common shares of the Bank (4,700 shares for the Bank's directors, 1,000 shares under the service-continuation type and 11,600 shares under the retirement type)
Issue price and disposal priceNo monetary payment is required in exchange for these share acquisition rights.
Amount of funds to be raisedTotal amount to be paid: no monetary payment is required in exchange for these share subscription rights; estimated net proceeds: Not disclosed
Intended allotteeName Directors of the Bank / Number of Employees 1 / Number of stock acquisition rights 47 rights, Name Executive officers of the Bank and directors of the Bank's subsidiaries / Number of Employees 16 / Number of stock acquisition rights 126 rights (10 under the service-continuation type and 116 under the retirement type)
Intended allottee's holding policyAcquisition of these share subscription rights through transfer requires the approval of the Bank's Board of Directors. Pledging or otherwise disposing of these share subscription rights is also prohibited.
Basis for determining the amount to be paidThe share subscription rights are granted as compensation for the performance of duties through a fair issuance and therefore do not constitute an issuance on favorable terms.
Exercise price¥1 per share subscription right. Adjustment provisions and the adjustment floor: Not disclosed
Exercise periodFor the Bank's directors: until the corresponding date 40 years after the issuance date; service-continuation type: from the corresponding date one year after the issuance date until the corresponding date 10 years after the issuance date; retirement type: until the corresponding date 40 years after the issuance date
Number of Stock Acquisition RightsTotal number issued: 173 rights (47 for the Bank's directors, 10 under the service-continuation type and 116 under the retirement type). Number of unexercised rights outstanding: Not disclosed
Conditions for lifting transfer restrictionsUnder the service-continuation type, the exercisable percentage increases in stages to 15%, 35%, 65% and 100% beginning on the corresponding date one year after the issuance date, and all rights become exercisable from the corresponding date four years thereafter. Under the retirement type and other types, the rights may be exercised only within 10 days from the day following the date on which the holder's position ends.
Reason for acquisition without considerationWhen a corporate reorganization is approved at a shareholders meeting, when the holder ceases to satisfy the exercise conditions before exercising the rights, or when the holder waives all or part of the share subscription rights.
Categories and Number of Persons Covered1 director of the Bank, 47 rights; 16 executive officers of the Bank and directors of the Bank's subsidiaries, 126 rights (10 under the service-continuation type and 116 under the retirement type)
Stock Split RatioIf a stock split or consolidation of shares is conducted, adjusted number of shares = number of shares before adjustment × split or consolidation ratio. Effective date: Not disclosed
Impact on Business PerformanceThe Bank believes that the issuance will strengthen recipients' motivation to contribute to improved business performance and a higher share price.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost 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 share with shareholders the benefits of an increase in the share price and the disadvantages of a decline in the share price, thereby strengthening the recipients' motivation to contribute to improved business performance and a higher share price. The issuance is also intended to attract and retain talented personnel and achieve sustained growth in corporate value and shareholder value.

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Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) to Directors, Executive Officers and Others of the Bank | Rakuten Bank,Ltd. (5838) timely disclosure | Komori