Komori
Share Issuance and Disposal7096StemCell InstituteInformation and Communications, Services and Others

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

The Board of Directors has decided to submit to the general meeting of shareholders a proposal to issue up to 1,764 stock options (covering 176,400 shares) for directors, executive officers, employees and employees of subsidiaries. The options will be issued at no cost, and treasury shares are generally expected to be used for the shares delivered upon exercise.

Worth reading
46Recurring
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
176400
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as stock options

発行・処分する株式数

Up to 176,400 common shares (100 shares per share acquisition right)

Intended allottee
Directors of the Company (excluding outside directors), Executive officers and employees of the Company, Employees of the Company’s subsidiaries
No monetary payment is required in exchange for the share acquisition rights.
Total Stock-Based Compensation

Stock option compensation for directors is capped at ¥200 million per year. The fair value per share acquisition right on the allotment date multiplied by the total number allotted.

Terms of the stock acquisition rights
Exercise price
An amount not less than the higher of (i) the average closing price for each trading day in the month preceding the month in which the allotment date falls, multiplied by 1.05, and (ii) the closing price on the allotment date. Adjustment provisions apply in the event of a stock split, reverse stock split or similar event. The floor price will be the price determined under the calculation method above.
Exercise period
Within 10 years of the issuance of the share acquisition rights. The specific period will be determined by the Board of Directors that decides the terms of the offering.
Number of Stock Acquisition Rights
Up to 1,764 share acquisition rights in total; number of outstanding unexercised rights: Not disclosed
Reason for acquisition without consideration
If a proposal for a merger in which the Company becomes the dissolved company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, is approved at a general meeting of shareholders, the Company may acquire the unexercised share acquisition rights at no cost as of the date of the approval resolution.
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
The holder must hold the position of director, executive officer or employee of the Company, a subsidiary or an affiliated company at the time of exercise, except where the Board of Directors determines that there is a legitimate reason.
Categories and Number of Persons Covered
2 directors of the Company (excluding outside directors) (planned). The number of executive officers, employees and employees of subsidiaries, and the number of shares allotted by category, are Not disclosed.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders scheduled for 24 June 2026, the Company will submit a proposal to delegate authority to the Board of Directors to determine the issuance and offering terms. An approval proposal concerning compensation for directors will also be submitted.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as stock options
Number of shares to be issued or disposed ofUp to 176,400 common shares (100 shares per share acquisition right)
Issue price and disposal priceNo monetary payment is required in exchange for the share acquisition rights.
Intended allotteeDirectors of the Company (excluding outside directors), Executive officers and employees of the Company, Employees of the Company’s subsidiaries
Exercise priceAn amount not less than the higher of (i) the average closing price for each trading day in the month preceding the month in which the allotment date falls, multiplied by 1.05, and (ii) the closing price on the allotment date. Adjustment provisions apply in the event of a stock split, reverse stock split or similar event. The floor price will be the price determined under the calculation method above.
Exercise periodWithin 10 years of the issuance of the share acquisition rights. The specific period will be determined by the Board of Directors that decides the terms of the offering.
Number of Stock Acquisition RightsUp to 1,764 share acquisition rights in total; number of outstanding unexercised rights: Not disclosed
Conditions for lifting transfer restrictionsThe holder must hold the position of director, executive officer or employee of the Company, a subsidiary or an affiliated company at the time of exercise, except where the Board of Directors determines that there is a legitimate reason.
Reason for acquisition without considerationIf a proposal for a merger in which the Company becomes the dissolved company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, is approved at a general meeting of shareholders, the Company may acquire the unexercised share acquisition rights at no cost as of the date of the approval resolution.
Categories and Number of Persons Covered2 directors of the Company (excluding outside directors) (planned). The number of executive officers, employees and employees of subsidiaries, and the number of shares allotted by category, are Not disclosed.
Total Stock-Based CompensationStock option compensation for directors is capped at ¥200 million per year. The fair value per share acquisition right on the allotment date multiplied by the total number allotted.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders scheduled for 24 June 2026, the Company will submit a proposal to delegate authority to the Board of Directors to determine the issuance and offering terms. An approval proposal concerning compensation for directors will also be submitted.
Items this document does not state (16)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesBasis for determining the amount to be paidTransfer restriction periodUnderwriter / 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 encourage motivation and morale to improve performance, secure talented personnel and contribute to increasing the corporate value of the Group as a whole. For directors, the purpose is also to heighten their motivation to improve performance and corporate value and promote business operations that place greater emphasis on shareholder interests.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) | StemCell Institute (7096) timely disclosure | Komori