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Share Issuance and Disposal7066Peers Co.,Ltd.Information and Communications, Services and Others

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

The company resolved to issue up to 3,218 paid share acquisition rights to directors, employees and representative directors of subsidiaries. If all the rights are exercised, 321,800 common shares will be delivered, resulting in a dilution rate of 3.16% based on the total number of issued shares.

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How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights by offering (paid stock options) (10th series of share acquisition rights)

Who receives how much

3,218 share acquisition rights (100 common shares per right), representing 321,800 underlying shares

2 directors of the Company60,000 shares (600 rights)
27 employees of the Company251,800 shares (2,518 rights)
1 representative director of a subsidiary10,000 shares (100 units)

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.

¥100 per share acquisition right (¥1 per underlying share)
Total issue value

¥321,800

Amount of funds to be raised
Total payment amount: ¥321,800; estimated net proceeds: not disclosed
Existing Shares and Increase
+3.16%Rate of increase
10,185,600 shares10,507,400Shares

3.16% based on the total number of issued shares (3.58% based on voting rights). After the scheduled cancellation of treasury shares on 20 November 2026, 3.39% of the total number of issued 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.

Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥395 per share (¥390 closing price on 11 November 2026 × 101%, rounded up to the nearest yen). An adjustment provision applies if 101% of the closing price on the allotment date is higher. Adjustments will also be made for share splits, consolidations and similar events.
Exercise period
From 30 November 2026 to 29 November 2036
Number of Stock Acquisition Rights
Total issued: 3,218 rights. Number remaining unexercised: the number outstanding after issuance is not disclosed
Reason for acquisition without consideration
If shareholder approval, or a Board of Directors resolution where approval is not required, is obtained for a merger in which the company is the disappearing company, a company split in which it is the splitting company, or a share exchange or share transfer in which it becomes a wholly owned subsidiary, all of the rights may be acquired without consideration upon the arrival of a date separately determined by the company's Board of Directors.
Categories and Number of Persons Covered
Category Directors of the Company / Number of Employees 2 / Number of allocated shares 60,000 shares (600 rights), Category Employees of the Company / Number of Employees 27 / Number of allocated shares 251,800 shares (2,518 rights), Category Representative directors of subsidiaries / Number of Employees 1 / Number of allocated shares 10,000 shares (100 units)
Payment date
27 November 2026
Basis for determining the amount to be paid
The issue price is equal to the fair value calculated by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking share-price information and other factors into account. The exercise price is 101% of the closing price of ¥390 on 11 November 2026, or ¥395, rounded up to the nearest yen. However, if 101% of the closing price on the allotment date is higher, that price will apply.
Procedures under the Corporate Code of Conduct
The rights will be issued for cash at fair value and will not be issued on particularly favorable terms, so the issuance will proceed without shareholder approval. Fair value has been calculated by a third-party valuation institution.
Impact on Business Performance
The impact on financial results is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights by offering (paid stock options) (10th series of share acquisition rights)
Number of shares to be issued or disposed of3,218 share acquisition rights (100 common shares per right), representing 321,800 underlying shares
Issue price and disposal price¥100 per share acquisition right (¥1 per underlying share)
Total issue value¥321,800
Amount of funds to be raisedTotal payment amount: ¥321,800; estimated net proceeds: not disclosed
Payment date27 November 2026
Intended allotteeName 2 directors of the Company / Number of Shares 60,000 shares (600 rights), Name 27 employees of the Company / Number of Shares 251,800 shares (2,518 rights), Name 1 representative director of a subsidiary / Number of Shares 10,000 shares (100 units)
Dilution Rate3.16% based on the total number of issued shares (3.58% based on voting rights). After the scheduled cancellation of treasury shares on 20 November 2026, 3.39% of the total number of issued shares.
Total number of issued shares10,185,600 shares (as of 30 September 2026) → 10,507,400 shares (simple total assuming all share acquisition rights are exercised)(3.16%)
Basis for determining the amount to be paidThe issue price is equal to the fair value calculated by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking share-price information and other factors into account. The exercise price is 101% of the closing price of ¥390 on 11 November 2026, or ¥395, rounded up to the nearest yen. However, if 101% of the closing price on the allotment date is higher, that price will apply.
Exercise priceThe initial exercise price is ¥395 per share (¥390 closing price on 11 November 2026 × 101%, rounded up to the nearest yen). An adjustment provision applies if 101% of the closing price on the allotment date is higher. Adjustments will also be made for share splits, consolidations and similar events.
Exercise periodFrom 30 November 2026 to 29 November 2036
Number of Stock Acquisition RightsTotal issued: 3,218 rights. Number remaining unexercised: the number outstanding after issuance is not disclosed
Reason for acquisition without considerationIf shareholder approval, or a Board of Directors resolution where approval is not required, is obtained for a merger in which the company is the disappearing company, a company split in which it is the splitting company, or a share exchange or share transfer in which it becomes a wholly owned subsidiary, all of the rights may be acquired without consideration upon the arrival of a date separately determined by the company's Board of Directors.
Categories and Number of Persons CoveredCategory Directors of the Company / Number of Employees 2 / Number of allocated shares 60,000 shares (600 rights), Category Employees of the Company / Number of Employees 27 / Number of allocated shares 251,800 shares (2,518 rights), Category Representative directors of subsidiaries / Number of Employees 1 / Number of allocated shares 10,000 shares (100 units)
Procedures under the Corporate Code of ConductThe rights will be issued for cash at fair value and will not be issued on particularly favorable terms, so the issuance will proceed without shareholder approval. Fair value has been calculated by a third-party valuation institution.
Impact on Business PerformanceThe impact on financial results is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / 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 the eligible recipients' motivation and morale and strengthen unity toward long-term business growth and increased corporate value. In addition, an exercise obligation will apply when the share price declines, so that the eligible recipients share the risk of share-price fluctuations with existing shareholders.

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Notice Regarding the Issuance of Stock Acquisition Rights (Paid Stock Options) | Peers Co.,Ltd. (7066) timely disclosure | Komori