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Share Issuance and Disposal6232ACSL Ltd.Machinery

Notice Regarding the Determination of the Issue Price and Other Terms for the Issuance of New Shares through an International Offering

The number of shares to be issued and other terms for the previously approved issuance of new shares through an international offering have been finalized at 4,180,000 shares and an issue price of ¥1,310 per share. The total number of issued shares after the issuance will be 23,752,474.

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Details of issuance or disposal

New Share Issuance through an International Offering

発行・処分する株式数4,180,000Shares

4,180,000 shares (new shares)

Intended allottee
Purchase underwriting by the underwriters (name: Not disclosed)
Amount to be paid: ¥1,237.25 per share; issue price (offering price): ¥1,310 per share
Total issue value

¥5,475,800,000 (total issue price)

Amount of funds to be raised
Total amount to be paid: ¥5,171,705,000; estimated net proceeds: ¥5,124 million
Specific use of funds
Business investment to expand operations in the defense sector, including the development of aircraft and related solutions, expansion of mass-production capacity, establishment of production and procurement systems to enhance cost competitiveness, business development to expand adoption in the domestic defense market, business development for sales in overseas defense and national security markets, and collaboration with external partners, including through M&A, capital and business alliances, and other arrangementsAmount ¥3,124 million / Scheduled timing of expenditures September 2026 to December 2029
Business investment for overseas expansion, primarily in North America, including product and functional development, regulatory and certification compliance, strengthening sales and maintenance systems, establishment of supply chain, production and procurement systems, and expansion of technology, product, service and sales networks through collaboration with local companies and other external partners, including through M&A and alliancesAmount ¥2,000 million / Scheduled timing of expenditures September 2026 to December 2029
Existing Shares and Increase
+21.35%Rate of increase
19,572,474 shares23,752,474Shares

21.35% (4,180,000 shares ÷ 19,572,474 shares)

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.

Offering structure
Overallotment
Up to 1,000,000 shares subject to additional purchase underwriting by the underwriters (the maximum approved by the Board of Directors; the final number of shares to be issued is 4,180,000)
Payment date
8 September 2026
Basis for determining the amount to be paid
Based on the closing price of ¥1,455 on 25 August 2026, the issue price of ¥1,310 represents a 9.97% discount. The amount to be paid is ¥1,237.25 per share.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalNew Share Issuance through an International Offering
Number of shares to be issued or disposed of4,180,000 shares (new shares)
Issue price and disposal priceAmount to be paid: ¥1,237.25 per share; issue price (offering price): ¥1,310 per share
Total issue value¥5,475,800,000 (total issue price)
Amount of funds to be raisedTotal amount to be paid: ¥5,171,705,000; estimated net proceeds: ¥5,124 million
Specific use of fundsDetails Business investment to expand operations in the defense sector, including the development of aircraft and related solutions, expansion of mass-production capacity, establishment of production and procurement systems to enhance cost competitiveness, business development to expand adoption in the domestic defense market, business development for sales in overseas defense and national security markets, and collaboration with external partners, including through M&A, capital and business alliances, and other arrangements / Amount ¥3,124 million / Scheduled timing of expenditures September 2026 to December 2029, Details Business investment for overseas expansion, primarily in North America, including product and functional development, regulatory and certification compliance, strengthening sales and maintenance systems, establishment of supply chain, production and procurement systems, and expansion of technology, product, service and sales networks through collaboration with local companies and other external partners, including through M&A and alliances / Amount ¥2,000 million / Scheduled timing of expenditures September 2026 to December 2029
Payment date8 September 2026
Intended allotteePurchase underwriting by the underwriters (name: Not disclosed)
Dilution Rate21.35% (4,180,000 shares ÷ 19,572,474 shares)
Total number of issued shares19,572,474 shares → 23,752,474 shares(21.35%)
Basis for determining the amount to be paidBased on the closing price of ¥1,455 on 25 August 2026, the issue price of ¥1,310 represents a 9.97% discount. The amount to be paid is ¥1,237.25 per share.
OverallotmentUp to 1,000,000 shares subject to additional purchase underwriting by the underwriters (the maximum approved by the Board of Directors; the final number of shares to be issued is 4,180,000)
Items this document does not state (16)
Estimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterStock Split RatioProcedures under the Corporate Code of ConductMost 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.

In connection with the international offering approved by the Board of Directors on 24 August 2026, the underwriters received applications for 4,180,000 shares. Based on the number of applications, the final number of new shares to be issued, the issue price and other terms have been finalized.

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Notice Regarding the Determination of the Issue Price and Other Terms for the Issuance of New Shares through an International Offering | ACSL Ltd. (6232) timely disclosure | Komori