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Share Issuance and Disposal6029Artra Group CorporationInformation and Communications, Services and Others

Notice Regarding the Issuance of New Share Subscription Rights (Paid Stock Options)

The Company resolved to issue 8,000 paid stock acquisition rights to 2 directors and 1 executive officer. The rights may be exercised up to 70% when the market capitalization reaches ¥3 billion and up to 100% when it reaches ¥7 billion. If the share price falls below a specified level, all remaining rights must be exercised.

Worth reading
72In focus
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
7.78
% (dilution assuming full exercise)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights for subscription (paid stock options)

Who receives how much

800,000 shares of the Company's common stock (8,000 stock acquisition rights, 100 shares per right)

2 directors of the Company600,000 shares (6,000 stock acquisition rights)
1 executive officer of the Company200,000 shares (2,000 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.

¥100 per stock acquisition right, ¥1 per share
Total issue value

¥800,000

Amount of funds to be raised
Total amount paid: ¥800,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (the issuance is paid and based on individual investment decisions, rather than compensation)
発行済株式総数

Approximately 7.78% (assuming full exercise of these stock acquisition rights)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥189 per share. Adjustment provisions apply in the event of a stock split or consolidation, or the issuance of new shares at a price below market value. The share-price-linked downward adjustment provision is Not disclosed.
Exercise period
From 8 May 2026 to 7 May 2034
Number of Stock Acquisition Rights
Total issued: 8,000 rights; unexercised rights: Not disclosed
Reason for acquisition without consideration
If shareholder approval, or a Board of Directors' resolution where shareholder approval is not required, is obtained for a merger in which the Company is the disappearing company, a company split in which the Company is the splitting company, a share exchange in which the Company becomes a wholly owned subsidiary, or a similar transaction, the Company may acquire all of the rights without consideration on a date separately determined by the Board of Directors.
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
The rights may be exercised up to 70% when the market capitalization exceeds ¥3 billion and up to 100% when it exceeds ¥7 billion. If the average closing price over 21 trading days falls below 40% of the exercise price, all remaining rights must be exercised by the maturity date.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 2 / Number of allocated shares 600,000 shares, Category Executive officers of the Company / Number of Employees 1 / Number of allocated shares 200,000 shares
Payment date
8 May 2026
Basis for determining the amount to be paid
The initial exercise price was set at ¥189, calculated by multiplying the closing price of ¥157 on the business day preceding the date of the Board of Directors' resolution (16 April 2026) by 1.2, with fractions of less than ¥1 rounded up. The issue price of ¥100 per stock acquisition right was determined with reference to a valuation based on a Monte Carlo simulation conducted by an independent third-party valuation institution.
Procedures under the Corporate Code of Conduct
The Company obtained a valuation report for the fair value calculation from Plutus Consulting Co., Ltd., an independent third-party valuation institution. The issuance was carried out based on a Board of Directors' resolution without obtaining shareholder approval. The directors who are intended recipients did not participate in the deliberations or resolution as specially interested parties.
Most recent equity financing
Timing April 2024 / Type Paid stock options subject to the achievement of a ¥10 billion market capitalization as an exercise condition / Amount Not disclosed
Impact on Business Performance
The impact of the issuance of these stock acquisition rights on business performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights for subscription (paid stock options)
Number of shares to be issued or disposed of800,000 shares of the Company's common stock (8,000 stock acquisition rights, 100 shares per right)
Issue price and disposal price¥100 per stock acquisition right, ¥1 per share
Total issue value¥800,000
Amount of funds to be raisedTotal amount paid: ¥800,000; estimated net proceeds: Not disclosed
Payment date8 May 2026
Intended allotteeName 2 directors of the Company / Number of Shares 600,000 shares (6,000 stock acquisition rights), Name 1 executive officer of the Company / Number of Shares 200,000 shares (2,000 stock acquisition rights)
Dilution RateApproximately 7.78% (assuming full exercise of these stock acquisition rights)
Basis for determining the amount to be paidThe initial exercise price was set at ¥189, calculated by multiplying the closing price of ¥157 on the business day preceding the date of the Board of Directors' resolution (16 April 2026) by 1.2, with fractions of less than ¥1 rounded up. The issue price of ¥100 per stock acquisition right was determined with reference to a valuation based on a Monte Carlo simulation conducted by an independent third-party valuation institution.
Exercise priceThe initial exercise price is ¥189 per share. Adjustment provisions apply in the event of a stock split or consolidation, or the issuance of new shares at a price below market value. The share-price-linked downward adjustment provision is Not disclosed.
Exercise periodFrom 8 May 2026 to 7 May 2034
Number of Stock Acquisition RightsTotal issued: 8,000 rights; unexercised rights: Not disclosed
Conditions for lifting transfer restrictionsThe rights may be exercised up to 70% when the market capitalization exceeds ¥3 billion and up to 100% when it exceeds ¥7 billion. If the average closing price over 21 trading days falls below 40% of the exercise price, all remaining rights must be exercised by the maturity date.
Reason for acquisition without considerationIf shareholder approval, or a Board of Directors' resolution where shareholder approval is not required, is obtained for a merger in which the Company is the disappearing company, a company split in which the Company is the splitting company, a share exchange in which the Company becomes a wholly owned subsidiary, or a similar transaction, the Company may acquire all of the rights without consideration on a date separately determined by the Board of Directors.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 2 / Number of allocated shares 600,000 shares, Category Executive officers of the Company / Number of Employees 1 / Number of allocated shares 200,000 shares
Total Stock-Based CompensationNot applicable (the issuance is paid and based on individual investment decisions, rather than compensation)
Procedures under the Corporate Code of ConductThe Company obtained a valuation report for the fair value calculation from Plutus Consulting Co., Ltd., an independent third-party valuation institution. The issuance was carried out based on a Board of Directors' resolution without obtaining shareholder approval. The directors who are intended recipients did not participate in the deliberations or resolution as specially interested parties.
Most recent equity financingTiming April 2024 / Type Paid stock options subject to the achievement of a ¥10 billion market capitalization as an exercise condition / Amount Not disclosed
Impact on Business PerformanceThe impact of the issuance of these stock acquisition rights on business performance is Not disclosed
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 supplement the paid stock options issued in April 2024, which have a target market capitalization of ¥10 billion, and to secure the commitment of officers and others newly appointed in March 2026 to management reform, medium- to long-term earnings growth, enhancement of corporate value, and the achievement of successive market capitalization targets.

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Notice Regarding the Issuance of New Share Subscription Rights (Paid Stock Options) | Artra Group Corporation (6029) timely disclosure | Komori