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Share Issuance and Disposal6535i-mobile Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of the 5th Series of Stock Acquisition Rights (Tax-Qualified Stock Options)

The Company resolved to issue 2,950 Fifth Series stock acquisition rights to 29 executive officers and employees free of charge. If all rights are exercised, 295,000 common shares will be delivered, increasing the total number of issued shares by approximately 0.51%.

Worth reading
51Recurring
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
295000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of the Fifth Series of Stock Acquisition Rights Free of Charge (Tax-Qualified Stock Options)

Who receives how much

2,950 stock acquisition rights, representing 100 common shares per right, or 295,000 shares in total

29 executive officers and employees of the Company2,950 stock acquisition rights, representing 295,000 common shares

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

Free of charge per stock acquisition right; no cash payment is required in exchange for the stock acquisition rights
Amount of funds to be raised

No payment is required for the stock acquisition rights. Estimated net proceeds: Not disclosed

発行済株式総数

Approximately 0.51% if all of the stock 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
Per share, the higher of the simple average closing price on each trading day in August 2026 multiplied by 1.05 and the closing price on 9 September 2026. Adjustment provisions apply in the event of a share split or consolidation, an issuance of new shares or disposal of treasury shares below market value, a merger, a company split or similar event. Floor: Not disclosed
Exercise period
From the later of 1 August following the date of submission of the securities report for the fiscal year ending July 2030 and the day following the conclusion of the annual general meeting of shareholders for that fiscal year, through 24 August 2036
Number of Stock Acquisition Rights
Total issued: 2,950 stock acquisition rights. Unexercised balance: Not disclosed
Reason for acquisition without consideration
The Company may acquire the stock acquisition rights without consideration if approval or other authorization is obtained at a general meeting of shareholders for a merger, company split, share exchange or similar transaction, or if the rights become unexercisable due to the exercise conditions or other reasons.
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 through transfer requires approval by the Board of Directors. As performance conditions, the exercisable percentage will be 40% if adjusted consolidated operating profit for the fiscal year ending July 2029 or the fiscal year ending July 2030 is at least ¥4.5 billion, 50% if it is at least ¥4.8 billion, and 100% if it is at least ¥5.3 billion. An exercise limit based on the number of years elapsed after the start of the exercise period is also established.
Categories and Number of Persons Covered
29 executive officers and employees of the Company; 2,950 stock acquisition rights
Intended allottee's holding policy
The transfer of the stock acquisition rights requires approval by resolution of the Company's Board of Directors
Basis for determining the amount to be paid
The exercise price will be the higher of the amount equal to the simple average closing price on each trading day in August 2026 multiplied by 1.05 and the closing price on 9 September 2026, the allotment date. The premium to the average share price is 5%.
Procedures under the Corporate Code of Conduct
Resolved at a meeting of the Board of Directors held on 24 August 2026
Most recent equity financing
Resolved on 24 August 2026: issuance of the Second Series of Paid Stock Acquisition Rights through a third-party allotment; detailed amount: Not disclosed, Resolved on 24 August 2026: issuance of the Third Series of Paid Stock Acquisition Rights as an employee incentive program; detailed amount: Not disclosed
Impact on Business Performance
The Company states that it has established the achievement of performance conditions as an exercise condition and aims to expand performance over the medium to long term, increase corporate value, retain personnel and achieve sustainable growth. Specific monetary impact on performance: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the Fifth Series of Stock Acquisition Rights Free of Charge (Tax-Qualified Stock Options)
Number of shares to be issued or disposed of2,950 stock acquisition rights, representing 100 common shares per right, or 295,000 shares in total
Issue price and disposal priceFree of charge per stock acquisition right; no cash payment is required in exchange for the stock acquisition rights
Amount of funds to be raisedNo payment is required for the stock acquisition rights. Estimated net proceeds: Not disclosed
Intended allotteeName 29 executive officers and employees of the Company / Number of Shares 2,950 stock acquisition rights, representing 295,000 common shares
Intended allottee's holding policyThe transfer of the stock acquisition rights requires approval by resolution of the Company's Board of Directors
Dilution RateApproximately 0.51% if all of the stock acquisition rights are exercised
Total number of issued sharesTotal number of issued shares as of 24 August 2026; 295,000 shares represent approximately 0.51% → Not disclosed(Approximately 0.51%)
Basis for determining the amount to be paidThe exercise price will be the higher of the amount equal to the simple average closing price on each trading day in August 2026 multiplied by 1.05 and the closing price on 9 September 2026, the allotment date. The premium to the average share price is 5%.
Exercise pricePer share, the higher of the simple average closing price on each trading day in August 2026 multiplied by 1.05 and the closing price on 9 September 2026. Adjustment provisions apply in the event of a share split or consolidation, an issuance of new shares or disposal of treasury shares below market value, a merger, a company split or similar event. Floor: Not disclosed
Exercise periodFrom the later of 1 August following the date of submission of the securities report for the fiscal year ending July 2030 and the day following the conclusion of the annual general meeting of shareholders for that fiscal year, through 24 August 2036
Number of Stock Acquisition RightsTotal issued: 2,950 stock acquisition rights. Unexercised balance: Not disclosed
Conditions for lifting transfer restrictionsAcquisition through transfer requires approval by the Board of Directors. As performance conditions, the exercisable percentage will be 40% if adjusted consolidated operating profit for the fiscal year ending July 2029 or the fiscal year ending July 2030 is at least ¥4.5 billion, 50% if it is at least ¥4.8 billion, and 100% if it is at least ¥5.3 billion. An exercise limit based on the number of years elapsed after the start of the exercise period is also established.
Reason for acquisition without considerationThe Company may acquire the stock acquisition rights without consideration if approval or other authorization is obtained at a general meeting of shareholders for a merger, company split, share exchange or similar transaction, or if the rights become unexercisable due to the exercise conditions or other reasons.
Categories and Number of Persons Covered29 executive officers and employees of the Company; 2,950 stock acquisition rights
Procedures under the Corporate Code of ConductResolved at a meeting of the Board of Directors held on 24 August 2026
Most recent equity financingResolved on 24 August 2026: issuance of the Second Series of Paid Stock Acquisition Rights through a third-party allotment; detailed amount: Not disclosed, Resolved on 24 August 2026: issuance of the Third Series of Paid Stock Acquisition Rights as an employee incentive program; detailed amount: Not disclosed
Impact on Business PerformanceThe Company states that it has established the achievement of performance conditions as an exercise condition and aims to expand performance over the medium to long term, increase corporate value, retain personnel and achieve sustainable growth. Specific monetary impact on performance: Not disclosed
Items this document does not state (10)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateTransfer restriction periodTotal Stock-Based CompensationUnderwriter / 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 strengthen the unity of officers and employees and raise their motivation to improve consolidated performance with a view to expanding performance and increasing corporate value over the medium to long term. By making performance conditions a condition for exercise, the Company aims to provide incentives for advancing the business, promote employee retention and achieve sustainable growth.

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Notice Regarding the Issuance of the 5th Series of Stock Acquisition Rights (Tax-Qualified Stock Options) | i-mobile Co.,Ltd. (6535) timely disclosure | Komori