Details of issuance or disposal
Issuance of paid stock options (stock acquisition rights)
300,000 common shares (3,000 stock acquisition rights × 100 shares per right, if all rights are exercised)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,800,000
3.7% (the ratio of the increase in common shares if all stock acquisition rights are exercised to the total number of shares issued, 8,101,000)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock options (stock acquisition rights) |
| Number of shares to be issued or disposed of | 300,000 common shares (3,000 stock acquisition rights × 100 shares per right, if all rights are exercised) |
| Issue price and disposal price | ¥600 per share acquisition right |
| Total issue value | ¥1,800,000 |
| Amount of funds to be raised | Total amount paid: ¥1,800,000; estimated net proceeds: not disclosed |
| Payment date | 5 June 2026 |
| Intended allottee | 15 directors and employees of the Company and its subsidiaries: 3,000 stock acquisition rights |
| Dilution Rate | 3.7% (the ratio of the increase in common shares if all stock acquisition rights are exercised to the total number of shares issued, 8,101,000) |
| Total number of issued shares | 8,101,000 shares → Not disclosed |
| Basis for determining the amount to be paid | Determined with reference to the results calculated by 株式会社プルータス・コンサルティング using a Monte Carlo simulation, taking into account the Company’s share price information and other factors. Discount rate and premium rate: not disclosed |
| Exercise price | The initial exercise price is ¥710 per share. It will be adjusted to the closing price on the exercise request date, subject to a floor of ¥710. If consolidated operating income of ¥2 billion is achieved in any fiscal year from the fiscal year ending March 2028 through the fiscal year ending March 2031, the exercise price will be adjusted to the initial exercise price, with no further adjustments thereafter. |
| Exercise period | From 29 May 2026 to 28 May 2036 |
| Number of Stock Acquisition Rights | Total number issued: 3,000; number of unexercised rights: not disclosed |
| Conditions for lifting transfer restrictions | The achievement of consolidated operating income of ¥2 billion in any fiscal year from the fiscal year ending March 2028 through the fiscal year ending March 2031 is set as a performance target. At the time of exercise, the holder must also be serving as a director, audit & supervisory board member, employee or otherwise of the Company or an affiliated company. |
| Reason for acquisition without consideration | The Company may acquire the stock acquisition rights without consideration if approval for a corporate reorganization or similar matter is obtained at a general meeting of shareholders or elsewhere, or if the holder becomes unable to exercise the rights. |
| Categories and Number of Persons Covered | 15 directors and employees of the Company and its subsidiaries: 3,000 stock acquisition rights |
| Total Stock-Based Compensation | Not disclosed (the stock acquisition rights are not compensation and will be subscribed for on a paid basis based on each subscriber’s individual investment decision) |
| Procedures under the Corporate Code of Conduct | Because the rights are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining approval at a general meeting of shareholders. |
Items this document does not state (10)
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 the motivation and morale of directors and employees and strengthen group cohesion with a view to expanding performance and increasing corporate value over the medium to long term. By setting the achievement of consolidated operating income of ¥2 billion as an exercise condition, the Company expects the rights to function as an incentive and to strengthen recipients’ sense of affiliation through their becoming shareholders.