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Share Issuance and Disposal6047Gunosy Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights)

Gunosy Co., Ltd. resolved to issue 3,162,000 paid share acquisition rights to 4 full-time directors and 2 group executive officers. The rights are structured to be exercisable in stages only if slice's share price reaches specified levels.

Worth reading
60In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
15.5
Percentage of total shares outstanding (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (stock acquisition rights)

Who receives how much

3,162,000 shares of the Company's common stock underlying the share acquisition rights (3,162,000 share acquisition rights, with 1 share underlying each right)

4 directors of the Company1,836,000 share acquisition rights
2 group executive officers of the Company1,326,000 share 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.

¥12 per share acquisition right
Total issue value

¥37,944,000

Amount of funds to be raised
Total amount paid: ¥37,944,000; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Not compensation; the recipients will bear the total payment of ¥37.9 million for the share acquisition rights
発行済株式総数

If all share acquisition rights are exercised, the number of shares of common stock outstanding will increase by approximately 15.5% of the total number of shares issued

Approximately 15.5% (if all share acquisition rights are exercised)

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
Initially ¥457. Adjustment provisions apply. The exercise price will be adjusted in the event of a stock split or consolidation, certain below-market issuances and similar events, but the lower limit is not disclosed
Exercise period
Start Date 29 August 2026 / End date 28 August 2033
Number of Stock Acquisition Rights
Total number issued: 3,162,000 share acquisition rights; number remaining unexercised: not disclosed
Reason for acquisition without consideration
If the rights can no longer be exercised, or in the event of imprisonment or a more severe criminal sentence, competition with the Company, misconduct, material damage, certain events relating to credit or financial standing, affiliation with antisocial forces, breach of contract, disciplinary dismissal, removal from office or similar circumstances
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 for 30% if the market price of slice's common stock reaches at least INR 8.53 within 4 years, for 70% if it reaches at least INR 14.50 within 7 years, and for 100% if it reaches at least INR 25.60 within 7 years. Continued service for a specified period and other conditions are also required
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 4 / Number of allocated shares 1,836,000 share acquisition rights, Category Executive officers of the Company's Group / Number of Employees 2 / Number of allocated shares 1,326,000 share acquisition rights
Intended allottee's holding policy
Transfers require approval by the Board of Directors. Other details of the holding policy: not disclosed
Payment date
29 August 2026
Basis for determining the amount to be paid
Determined with reference to the fair value calculated by Plutus Consulting Co., Ltd. using a Monte Carlo simulation, taking into account the Company's share price of ¥397, an exercise price of ¥457, a 7-year term, volatility of 47.78%, a dividend yield of 4.61% and a risk-free rate of 2.435%, among other factors
Procedures under the Corporate Code of Conduct
Because the rights are issued for consideration at fair value and do not constitute particularly favourable terms, the issuance will proceed without shareholder approval. Each recipient did not participate in the deliberation or resolution concerning their own allocation
Impact on Business Performance
The Company aims to increase the Group's corporate value and shareholder value through significant growth at slice. The amount of the impact on performance is not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed of3,162,000 shares of the Company's common stock underlying the share acquisition rights (3,162,000 share acquisition rights, with 1 share underlying each right)
Issue price and disposal price¥12 per share acquisition right
Total issue value¥37,944,000
Amount of funds to be raisedTotal amount paid: ¥37,944,000; estimated net proceeds: not disclosed
Payment date29 August 2026
Intended allotteeName 4 directors of the Company / Number of Shares 1,836,000 share acquisition rights, Name 2 group executive officers of the Company / Number of Shares 1,326,000 share acquisition rights
Intended allottee's holding policyTransfers require approval by the Board of Directors. Other details of the holding policy: not disclosed
Dilution RateApproximately 15.5% (if all share acquisition rights are exercised)
Total number of issued sharesIf all share acquisition rights are exercised, the number of shares of common stock outstanding will increase by approximately 15.5% of the total number of shares issued
Basis for determining the amount to be paidDetermined with reference to the fair value calculated by Plutus Consulting Co., Ltd. using a Monte Carlo simulation, taking into account the Company's share price of ¥397, an exercise price of ¥457, a 7-year term, volatility of 47.78%, a dividend yield of 4.61% and a risk-free rate of 2.435%, among other factors
Exercise priceInitially ¥457. Adjustment provisions apply. The exercise price will be adjusted in the event of a stock split or consolidation, certain below-market issuances and similar events, but the lower limit is not disclosed
Exercise periodStart Date 29 August 2026 / End date 28 August 2033
Number of Stock Acquisition RightsTotal number issued: 3,162,000 share acquisition rights; number remaining unexercised: not disclosed
Conditions for lifting transfer restrictionsThe rights may be exercised for 30% if the market price of slice's common stock reaches at least INR 8.53 within 4 years, for 70% if it reaches at least INR 14.50 within 7 years, and for 100% if it reaches at least INR 25.60 within 7 years. Continued service for a specified period and other conditions are also required
Reason for acquisition without considerationIf the rights can no longer be exercised, or in the event of imprisonment or a more severe criminal sentence, competition with the Company, misconduct, material damage, certain events relating to credit or financial standing, affiliation with antisocial forces, breach of contract, disciplinary dismissal, removal from office or similar circumstances
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 4 / Number of allocated shares 1,836,000 share acquisition rights, Category Executive officers of the Company's Group / Number of Employees 2 / Number of allocated shares 1,326,000 share acquisition rights
Total Stock-Based CompensationNot compensation; the recipients will bear the total payment of ¥37.9 million for the share acquisition rights
Procedures under the Corporate Code of ConductBecause the rights are issued for consideration at fair value and do not constitute particularly favourable terms, the issuance will proceed without shareholder approval. Each recipient did not participate in the deliberation or resolution concerning their own allocation
Impact on Business PerformanceThe Company aims to increase the Group's corporate value and shareholder value through significant growth at slice. The amount of the impact on performance is not disclosed
Items this document does not state (8)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodUnderwriter / 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.

To increase management's motivation, morale and commitment to enhancing slice's corporate value and shareholder value, with the aim of expanding the Group's performance and increasing its corporate value over the medium to long term.

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Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights) | Gunosy Inc. (6047) timely disclosure | Komori