Komori
Share Issuance and Disposal7356Retty Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of Share Price Commitment-Type Stock Acquisition Rights Offering (Paid Stock Options)

The company resolved to issue 1,200 paid Series 20 stock acquisition rights to 1 outside director. If all are exercised, 120,000 common shares will be issued, equivalent to 0.8% of the total number of shares issued.

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Direction
Mixed performance
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Scale
120000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issue of share-price commitment-type stock acquisition rights (paid stock options)

Who receives how much

120,000 common shares (1,200 stock acquisition rights, 100 shares per right)

Hirao Jo (平尾 丈), outside director of the company1,200 rights (underlying shares: 120,000)

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

¥100 per Stock Acquisition Right
Total issue value

¥120,000

Amount of funds to be raised
Total payment amount: ¥120,000; estimated net proceeds: Not disclosed
発行済株式総数

0.8% of the total number of shares issued

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 ¥132 per share. Adjustment provisions apply in connection with share splits, consolidations and certain issuances of new shares or disposals of treasury shares. The lower limit under the adjustment provision linked to the market share price: Not disclosed
Exercise period
Start Date 30 November 2026 / End date 29 November 2029 (or the preceding bank business day if the final day is not a bank business day)
Number of Stock Acquisition Rights
Total issued: 1,200 rights; number of unexercised rights: Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger agreement under which the company becomes the non-surviving company, a company split under which the company becomes the splitting company, or a share exchange or share transfer under which the company becomes a wholly owned subsidiary, the company may acquire all of the rights without consideration on a date separately determined by the Board of Directors. The rights cannot be acquired in any other circumstances.
Categories and Number of Persons Covered
1 outside director of the company; 1,200 rights
Intended allottee's holding policy
The rights will be subscribed for consideration based on an individual investment decision. The allottee may not waive all or part of the stock acquisition rights, and any transfer requires approval by the Board of Directors.
Payment date
30 November 2026
Basis for determining the amount to be paid
The issue price per stock acquisition right was determined by reference to the amount calculated by Plutus Consulting Co., Ltd., an independent valuation organisation, using a Monte Carlo simulation that took into account share price information and other factors. The reference closing price and average share price periods, and the discount and premium rates: Not disclosed
Procedures under the Corporate Code of Conduct
Because the rights will be issued for consideration on terms that are not particularly favourable, the issuance will proceed without shareholder approval.
Impact on Business Performance
The specific impact on performance at this time is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssue of share-price commitment-type stock acquisition rights (paid stock options)
Number of shares to be issued or disposed of120,000 common shares (1,200 stock acquisition rights, 100 shares per right)
Issue price and disposal price¥100 per Stock Acquisition Right
Total issue value¥120,000
Amount of funds to be raisedTotal payment amount: ¥120,000; estimated net proceeds: Not disclosed
Payment date30 November 2026
Intended allotteeName Hirao Jo (平尾 丈), outside director of the company / Number of Shares 1,200 rights (underlying shares: 120,000)
Intended allottee's holding policyThe rights will be subscribed for consideration based on an individual investment decision. The allottee may not waive all or part of the stock acquisition rights, and any transfer requires approval by the Board of Directors.
Dilution Rate0.8% of the total number of shares issued
Basis for determining the amount to be paidThe issue price per stock acquisition right was determined by reference to the amount calculated by Plutus Consulting Co., Ltd., an independent valuation organisation, using a Monte Carlo simulation that took into account share price information and other factors. The reference closing price and average share price periods, and the discount and premium rates: Not disclosed
Exercise priceThe initial exercise price is ¥132 per share. Adjustment provisions apply in connection with share splits, consolidations and certain issuances of new shares or disposals of treasury shares. The lower limit under the adjustment provision linked to the market share price: Not disclosed
Exercise periodStart Date 30 November 2026 / End date 29 November 2029 (or the preceding bank business day if the final day is not a bank business day)
Number of Stock Acquisition RightsTotal issued: 1,200 rights; number of unexercised rights: Not disclosed
Reason for acquisition without considerationIf approval is granted for a merger agreement under which the company becomes the non-surviving company, a company split under which the company becomes the splitting company, or a share exchange or share transfer under which the company becomes a wholly owned subsidiary, the company may acquire all of the rights without consideration on a date separately determined by the Board of Directors. The rights cannot be acquired in any other circumstances.
Categories and Number of Persons Covered1 outside director of the company; 1,200 rights
Procedures under the Corporate Code of ConductBecause the rights will be issued for consideration on terms that are not particularly favourable, the issuance will proceed without shareholder approval.
Impact on Business PerformanceThe specific impact on performance at this time is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesTransfer 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 provide the outside director with an incentive to increase the share price, with the aim of achieving medium- to long-term earnings growth and increasing corporate value. In addition, the forced exercise provision will require the director to share the risk of share price volatility with existing shareholders when the share price falls, thereby discouraging corporate activities that could cause a decline in the share price.

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Notice Regarding the Issuance of Share Price Commitment-Type Stock Acquisition Rights Offering (Paid Stock Options) | Retty Inc. (7356) timely disclosure | Komori