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Share Issuance and Disposal7085CURVES HOLDINGS Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Issuance of Stock Acquisition Rights (Paid Stock Options and Tax-Qualified Stock Options)

The Company resolved to issue 17,240 paid stock options and 2,760 tax-qualified stock options to directors and employees of the Company and employees of its subsidiaries. If all options are exercised, the number of common shares will increase by 2.76 million, equivalent to 2.1% of the total number of shares outstanding.

Worth reading
50Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
2.1
Dilution ratio relative to total shares issued (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Paid stock options (2nd Stock Acquisition Rights), Tax-qualified stock options (3rd Stock Acquisition Rights)

Who receives how much

2nd Series Stock Acquisition Rights 1,724,000 shares (17,240 options × 100 shares) / 3rd Stock Acquisition Rights 276,000 shares (2,760 options × 100 shares)

Directors and employees of the Company and employees of the Company's subsidiaries138 people / 17,240 options
Employees of the Company and employees of the Company's subsidiaries183 people / 2,760 options

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.

2nd Series Stock Acquisition Rights ¥3,000 per option / 3rd Stock Acquisition Rights No consideration
発行済株式総数

2.1% of the total number of shares outstanding (if all of these 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
¥779 per share for both the 2nd and 3rd Stock Acquisition Rights. Adjustment provisions apply in the event of a share split or consolidation and certain issuances of new shares or disposals of treasury shares. Floor: Not disclosed
Exercise period
2nd Series Stock Acquisition Rights From 1 January 2031 to 31 December 2043 / 3rd Stock Acquisition Rights From 1 January 2031 to 13 April 2036
Number of Stock Acquisition Rights
Total number issued 2nd: 17,240 options; 3rd: 2,760 options / Number of unexercised units Not disclosed
Reason for acquisition without consideration
If approval is granted at a shareholders meeting or a resolution is passed by the Board of Directors regarding a corporate reorganization or similar matter, or if the stock acquisition rights can no longer be exercised under the exercise conditions, the Company may acquire all or the applicable portion of the stock acquisition rights free of charge.
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
For the 2nd Stock Acquisition Rights, 50% may be exercised if consolidated operating income for the fiscal year ending August 2030 is at least ¥10 billion, and the remaining 50% may be exercised if consolidated operating income for the fiscal year ending August 2033 is at least ¥12 billion. At the time of exercise, the holder must be a director or employee of the Company or an employee of one of the Company's subsidiaries, subject to certain exceptions. For the 3rd Stock Acquisition Rights, the holder must be a director or employee of the Company or an employee of one of the Company's subsidiaries at the time of exercise, subject to certain exceptions.
Categories and Number of Persons Covered
Category Directors and employees of the Company and employees of the Company's subsidiaries / Number of Employees 138 people / Number of allocated shares 1,724,000 shares, Category Employees of the Company and employees of the Company's subsidiaries / Number of Employees 183 people / Number of allocated shares 276,000 shares
Payment date
2nd Stock Acquisition Rights: 15 July 2026; 3rd Stock Acquisition Rights: no payment required
Basis for determining the amount to be paid
The issue price of the 2nd Stock Acquisition Rights was determined with reference to the results of a Monte Carlo simulation conducted by an independent valuation institution, taking into account share price information and other factors. The exercise price is ¥779, equal to the closing price on the Tokyo Stock Exchange on 10 April 2026. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The 2nd Stock Acquisition Rights will be issued without shareholder approval because they are issued for consideration at fair value and do not constitute particularly advantageous terms. The 3rd Stock Acquisition Rights will also be issued pursuant to a Board of Directors resolution, as they are not considered to constitute particularly advantageous terms.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalPaid stock options (2nd Stock Acquisition Rights), Tax-qualified stock options (3rd Stock Acquisition Rights)
Number of shares to be issued or disposed of2nd Series Stock Acquisition Rights 1,724,000 shares (17,240 options × 100 shares) / 3rd Stock Acquisition Rights 276,000 shares (2,760 options × 100 shares)
Issue price and disposal price2nd Series Stock Acquisition Rights ¥3,000 per option / 3rd Stock Acquisition Rights No consideration
Payment date2nd Stock Acquisition Rights: 15 July 2026; 3rd Stock Acquisition Rights: no payment required
Intended allotteeCategory Directors and employees of the Company and employees of the Company's subsidiaries / Number of Employees 138 people / Number of units 17,240 options, Category Employees of the Company and employees of the Company's subsidiaries / Number of Employees 183 people / Number of units 2,760 options
Dilution Rate2.1% of the total number of shares outstanding (if all of these stock acquisition rights are exercised)
Basis for determining the amount to be paidThe issue price of the 2nd Stock Acquisition Rights was determined with reference to the results of a Monte Carlo simulation conducted by an independent valuation institution, taking into account share price information and other factors. The exercise price is ¥779, equal to the closing price on the Tokyo Stock Exchange on 10 April 2026. Discount rate/premium rate: Not disclosed
Exercise price¥779 per share for both the 2nd and 3rd Stock Acquisition Rights. Adjustment provisions apply in the event of a share split or consolidation and certain issuances of new shares or disposals of treasury shares. Floor: Not disclosed
Exercise period2nd Series Stock Acquisition Rights From 1 January 2031 to 31 December 2043 / 3rd Stock Acquisition Rights From 1 January 2031 to 13 April 2036
Number of Stock Acquisition RightsTotal number issued 2nd: 17,240 options; 3rd: 2,760 options / Number of unexercised units Not disclosed
Conditions for lifting transfer restrictionsFor the 2nd Stock Acquisition Rights, 50% may be exercised if consolidated operating income for the fiscal year ending August 2030 is at least ¥10 billion, and the remaining 50% may be exercised if consolidated operating income for the fiscal year ending August 2033 is at least ¥12 billion. At the time of exercise, the holder must be a director or employee of the Company or an employee of one of the Company's subsidiaries, subject to certain exceptions. For the 3rd Stock Acquisition Rights, the holder must be a director or employee of the Company or an employee of one of the Company's subsidiaries at the time of exercise, subject to certain exceptions.
Reason for acquisition without considerationIf approval is granted at a shareholders meeting or a resolution is passed by the Board of Directors regarding a corporate reorganization or similar matter, or if the stock acquisition rights can no longer be exercised under the exercise conditions, the Company may acquire all or the applicable portion of the stock acquisition rights free of charge.
Categories and Number of Persons CoveredCategory Directors and employees of the Company and employees of the Company's subsidiaries / Number of Employees 138 people / Number of allocated shares 1,724,000 shares, Category Employees of the Company and employees of the Company's subsidiaries / Number of Employees 183 people / Number of allocated shares 276,000 shares
Procedures under the Corporate Code of ConductThe 2nd Stock Acquisition Rights will be issued without shareholder approval because they are issued for consideration at fair value and do not constitute particularly advantageous terms. The 3rd Stock Acquisition Rights will also be issued pursuant to a Board of Directors resolution, as they are not considered to constitute particularly advantageous terms.
Items this document does not state (14)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To enhance the motivation and morale of officers and employees and strengthen group cohesion, with a view to expanding performance and increasing corporate value through the achievement of the medium-term visions and business plans for 2030 and 2035. The 2nd Stock Acquisition Rights are subject to performance conditions of consolidated operating income of ¥10 billion and ¥12 billion, and the Company states that achieving these targets will contribute to increasing corporate value and shareholder value.

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Notice Concerning the Issuance of Stock Acquisition Rights (Paid Stock Options and Tax-Qualified Stock Options) | CURVES HOLDINGS Co.,Ltd. (7085) timely disclosure | Komori