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Share Issuance and Disposal5838Rakuten Bank,Ltd.Banks

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

Rakuten Bank resolved at a meeting of its Board of Directors to issue 383 stock options (share acquisition rights) to 369 employees of the Bank. The options may be exercised when the share price rises, resulting in the issuance of up to 38,300 common shares.

Worth reading
30Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
383
units
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as stock options

Who receives how much

38,300 common shares (383 share acquisition rights, each representing 100 shares)

369 employees of the Bank, 383 share acquisition rights

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

The share acquisition rights will be issued at no charge. The value of the property to be contributed upon exercise is ¥1 per share acquisition right.
Amount of funds to be raised

The payment for the share acquisition rights is ¥0. The total payment upon exercise will be ¥383, assuming the planned issuance of 383 share acquisition rights, plus the exercise price corresponding to 38,300 shares. However, the estimated net proceeds are Not disclosed.

Terms of the stock acquisition rights
Exercise price
¥1 per share acquisition right. The adjustment provisions and floor for the exercise price are Not disclosed.
Exercise period
From the anniversary date one year after the issuance date through the anniversary date 10 years after the issuance date (if the relevant date is a non-business day, the next or preceding business day).
Number of Stock Acquisition Rights
Total issued: 383 share acquisition rights. The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
If a corporate reorganization is approved at a general meeting of shareholders, if the holder ceases to satisfy the prescribed employment-status conditions before exercising the rights, or if the holder waives all or part of the share acquisition 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
The rights will become exercisable in stages beginning on the anniversary date one year after the issuance date, and all rights will be exercisable from the anniversary date four years after the issuance date. The exercise period runs from the anniversary date one year after the issuance date through the anniversary date 10 years after the issuance date.
Conditions for lifting transfer restrictions
15% will become exercisable from the anniversary date one year after the issuance date, 35% from the anniversary date two years after the issuance date, 65% from the anniversary date three years after the issuance date and 100% from the anniversary date four years after the issuance date. The holder must be serving as a director, executive officer, Audit & Supervisory Board member or employee of the Bank at the time of exercise, subject to certain exceptions.
Categories and Number of Persons Covered
369 employees of the Bank, 383 share acquisition rights
Intended allottee's holding policy
Pledging or otherwise disposing of these share acquisition rights is prohibited. Any acquisition through transfer requires the approval of the Bank's Board of Directors.
Basis for determining the amount to be paid
The share acquisition rights will be granted through a fair issuance as compensation for the performance of duties and do not constitute an issuance on favorable terms. Specific figures for the share price, closing price, average share price, discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
Resolved at a meeting of the Board of Directors held on 27 July 2026. Whether an opinion was obtained from an independent third party and whether shareholder approval was sought are Not disclosed.
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 of38,300 common shares (383 share acquisition rights, each representing 100 shares)
Issue price and disposal priceThe share acquisition rights will be issued at no charge. The value of the property to be contributed upon exercise is ¥1 per share acquisition right.
Amount of funds to be raisedThe payment for the share acquisition rights is ¥0. The total payment upon exercise will be ¥383, assuming the planned issuance of 383 share acquisition rights, plus the exercise price corresponding to 38,300 shares. However, the estimated net proceeds are Not disclosed.
Intended allottee369 employees of the Bank, 383 share acquisition rights
Intended allottee's holding policyPledging or otherwise disposing of these share acquisition rights is prohibited. Any acquisition through transfer requires the approval of the Bank's Board of Directors.
Basis for determining the amount to be paidThe share acquisition rights will be granted through a fair issuance as compensation for the performance of duties and do not constitute an issuance on favorable terms. Specific figures for the share price, closing price, average share price, discount rate and premium rate are Not disclosed.
Exercise price¥1 per share acquisition right. The adjustment provisions and floor for the exercise price are Not disclosed.
Exercise periodFrom the anniversary date one year after the issuance date through the anniversary date 10 years after the issuance date (if the relevant date is a non-business day, the next or preceding business day).
Number of Stock Acquisition RightsTotal issued: 383 share acquisition rights. The number of unexercised rights is Not disclosed.
Transfer restriction periodThe rights will become exercisable in stages beginning on the anniversary date one year after the issuance date, and all rights will be exercisable from the anniversary date four years after the issuance date. The exercise period runs from the anniversary date one year after the issuance date through the anniversary date 10 years after the issuance date.
Conditions for lifting transfer restrictions15% will become exercisable from the anniversary date one year after the issuance date, 35% from the anniversary date two years after the issuance date, 65% from the anniversary date three years after the issuance date and 100% from the anniversary date four years after the issuance date. The holder must be serving as a director, executive officer, Audit & Supervisory Board member or employee of the Bank at the time of exercise, subject to certain exceptions.
Reason for acquisition without considerationIf a corporate reorganization is approved at a general meeting of shareholders, if the holder ceases to satisfy the prescribed employment-status conditions before exercising the rights, or if the holder waives all or part of the share acquisition rights.
Categories and Number of Persons Covered369 employees of the Bank, 383 share acquisition rights
Procedures under the Corporate Code of ConductResolved at a meeting of the Board of Directors held on 27 July 2026. Whether an opinion was obtained from an independent third party and whether shareholder approval was sought are 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 employees' interests with those of shareholders by sharing in the benefits of a rising share price and the disadvantages of a falling share price, thereby increasing their motivation to contribute to improved business performance and a higher share price. The issuance is also intended to enhance corporate and shareholder value by attracting and retaining talented personnel, increasing employee motivation and supporting long-term retention.

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Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) to Employees of the Bank | Rakuten Bank,Ltd. (5838) timely disclosure | Komori