Komori
Share Issuance and Disposal6184Kamakura Shinsho,Ltd.Information and Communications, Services and Others

Notice Concerning the Issuance of Stock Acquisition Rights by Third-Party Allocation

The company resolved to allot 10,700 of the Series 10 Stock Acquisition Rights to コタエル信託株式会社 free of charge in order to introduce a trust-based stock option plan for officers and employees. If all of the rights are exercised, 1,070,000 shares of common stock will be issued.

Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1070000
Shares (if all stock acquisition rights are exercised)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights by third-party allotment (trust-based stock option)

Who receives how much

10,700 stock acquisition rights; 100 shares of common stock per right; 1,070,000 shares if all rights are exercised

コタエル信託株式会社 (10,700 rights)

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

¥0 per stock acquisition right (free of charge)
Total issue value

¥0

Amount of funds to be raised
Total amount paid: ¥0; estimated net proceeds: ¥0
Total Stock-Based Compensation
For directors, the limit is 495 points per fiscal year. The amount is calculated by multiplying the total number of stock acquisition rights granted by the fair value per stock acquisition right at the time of grant. The specific amount is Not disclosed.
発行済株式総数

2.60% (if all rights are exercised; based on 41,194,972 issued shares as of 31 January 2026)

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 ¥1 per share. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of shares at a price below market value and other events. The floor for adjustments is Not disclosed.
Exercise period
1 April 2027 to 31 March 2077
Number of Stock Acquisition Rights
Total issued: 10,700 rights. The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
If approval or other action relating to a corporate reorganization has been obtained, or if the stock acquisition rights can no longer be exercised, the company may acquire the rights free of charge upon the arrival of the date determined by the Board of Directors. This does not apply when the trust company is the holder of the stock 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.

Conditions for lifting transfer restrictions
Acquisition of the stock acquisition rights through a transfer requires approval by the Board of Directors. In principle, the rights are to be exercised within 10 days after being granted to officers and employees. They will be granted upon retirement or resignation from office.
Categories and Number of Persons Covered
Directors, executive officers and employees of the company and its subsidiaries. The specific number of eligible persons is Not disclosed. Among the company's current directors, Representative Director and President & COO Kobayashi Fumio (小林史生) is eligible, while outside directors, directors who are Audit and Supervisory Committee members, and Shimizu Yuko (清水祐孝) are not eligible.
Intended allottee's holding policy
As trustee, during the trust establishment period, the allottee will grant the designated stock acquisition rights to officers and employees designated by the company.
Basis for determining the amount to be paid
The issue price of the stock acquisition rights is ¥0, and the exercise price is ¥1 per share. Although the issue is on favorable terms, it has been approved at the annual general meeting of shareholders held on 24 April 2026. The discount or premium to the closing share price and average share price is Not disclosed.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions were deemed unnecessary. The introduction of the plan was approved at the annual general meeting of shareholders held on 24 April 2026.
Most recent equity financing
Timing December 2025 / Type Issuance of new shares and disposal of treasury shares through a third-party allotment / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights by third-party allotment (trust-based stock option)
Number of shares to be issued or disposed of10,700 stock acquisition rights; 100 shares of common stock per right; 1,070,000 shares if all rights are exercised
Issue price and disposal price¥0 per stock acquisition right (free of charge)
Total issue value¥0
Amount of funds to be raisedTotal amount paid: ¥0; estimated net proceeds: ¥0
Intended allotteeコタエル信託株式会社 (10,700 rights)
Intended allottee's holding policyAs trustee, during the trust establishment period, the allottee will grant the designated stock acquisition rights to officers and employees designated by the company.
Dilution Rate2.60% (if all rights are exercised; based on 41,194,972 issued shares as of 31 January 2026)
Total number of issued shares41,194,972 shares (as of 31 January 2026) → Not disclosed(2.60%)
Basis for determining the amount to be paidThe issue price of the stock acquisition rights is ¥0, and the exercise price is ¥1 per share. Although the issue is on favorable terms, it has been approved at the annual general meeting of shareholders held on 24 April 2026. The discount or premium to the closing share price and average share price is Not disclosed.
Exercise priceThe initial exercise price is ¥1 per share. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of shares at a price below market value and other events. The floor for adjustments is Not disclosed.
Exercise period1 April 2027 to 31 March 2077
Number of Stock Acquisition RightsTotal issued: 10,700 rights. The number of unexercised rights is Not disclosed.
Conditions for lifting transfer restrictionsAcquisition of the stock acquisition rights through a transfer requires approval by the Board of Directors. In principle, the rights are to be exercised within 10 days after being granted to officers and employees. They will be granted upon retirement or resignation from office.
Reason for acquisition without considerationIf approval or other action relating to a corporate reorganization has been obtained, or if the stock acquisition rights can no longer be exercised, the company may acquire the rights free of charge upon the arrival of the date determined by the Board of Directors. This does not apply when the trust company is the holder of the stock acquisition rights.
Categories and Number of Persons CoveredDirectors, executive officers and employees of the company and its subsidiaries. The specific number of eligible persons is Not disclosed. Among the company's current directors, Representative Director and President & COO Kobayashi Fumio (小林史生) is eligible, while outside directors, directors who are Audit and Supervisory Committee members, and Shimizu Yuko (清水祐孝) are not eligible.
Total Stock-Based CompensationFor directors, the limit is 495 points per fiscal year. The amount is calculated by multiplying the total number of stock acquisition rights granted by the fair value per stock acquisition right at the time of grant. The specific amount is Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions were deemed unnecessary. The introduction of the plan was approved at the annual general meeting of shareholders held on 24 April 2026.
Most recent equity financingTiming December 2025 / Type Issuance of new shares and disposal of treasury shares through a third-party allotment / Amount Not disclosed
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsPayment dateTransfer restriction periodUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 increase the motivation and willingness of officers and employees to contribute, thereby contributing to the enhancement of corporate value over the medium to long term.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Issuance of Stock Acquisition Rights by Third-Party Allocation | Kamakura Shinsho,Ltd. (6184) timely disclosure | Komori