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Share Issuance and Disposal7419Nojima Co.,Ltd.Retail

Notice Concerning the Grant of Stock Options (Share Acquisition Rights) and the Terms and Conditions of Their Issuance

The Company resolved to issue a total of 114,065 free stock options (stock acquisition rights) to directors, executive officers and employees of the Company and its subsidiaries. All shares delivered upon exercise are expected to be sourced from treasury shares, and no dilution from the issuance of new shares is anticipated.

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Direction
Neutral
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Scale
114065
units
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance without consideration of stock acquisition rights as stock options

Intended allottee
Category The Company's directors / Number of Employees 15 / Number of Shares Not disclosed, Category Executive officers of the Company / Number of Employees 5 / Number of Shares Not disclosed, Category Directors of subsidiaries of the Company / Number of Employees 28 / Number of Shares Not disclosed, Category Audit & Supervisory Board members of the Company’s subsidiaries / Number of Employees 5 / Number of Shares Not disclosed, Category Executive officers of the Company's subsidiaries / Number of Employees 26 / Number of Shares Not disclosed, Category Employees of the Company / Number of Employees 1,519 / Number of Shares Not disclosed, Category Employees of the Company’s subsidiaries / Number of Employees 3,282 / Number of Shares Not disclosed
Terms of the stock acquisition rights
Exercise price
To be determined on 4 August 2026 based on the closing price on the allocation date. Adjustment provisions apply in connection with stock splits or consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, corporate reorganizations and other events. The floor price is Not disclosed.
Exercise period
22 July 2029 to 21 July 2031
Number of Stock Acquisition Rights
Total to be issued: 114,065 stock acquisition rights (17,280 for directors and other officers and 96,785 for employees). The number of outstanding unexercised rights is Not disclosed.
Reason for acquisition without consideration
If a proposal for a merger, share exchange or share transfer is approved at a shareholders' meeting, if the conditions for exercising the rights are no longer satisfied, or if the rights are waived. Stock acquisition rights acquired and held by the Company may be cancelled free of charge at any time.
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 15 / Number of allocated shares Not disclosed, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares Not disclosed, Category Directors of subsidiaries of the Company / Number of Employees 28 / Number of allocated shares Not disclosed, Category Audit & Supervisory Board members of the Company’s subsidiaries / Number of Employees 5 / Number of allocated shares Not disclosed, Category Executive officers of the Company's subsidiaries / Number of Employees 26 / Number of allocated shares Not disclosed, Category Employees of the Company / Number of Employees 1,519 / Number of allocated shares Not disclosed, Category Employees of the Company’s subsidiaries / Number of Employees 3,282 / Number of allocated shares Not disclosed
Payment date
4 August 2026 (date of issue of the stock acquisition rights)
Basis for determining the amount to be paid
The exercise price will be the closing price of the Company's common stock in regular trading on the Tokyo Stock Exchange on the allocation date, or, if no trading takes place, the closing price on the most recent preceding trading day. The discount or premium rate is Not disclosed. The stock acquisition rights themselves will be issued free of charge.
Procedures under the Corporate Code of Conduct
At the annual shareholders' meeting held on 19 June 2026, a special resolution was approved authorizing the Board of Directors to determine the offering terms for grants to the Company's directors, executive officers and others. Grants to directors and executive officers will be made based on a decision by the Compensation Committee.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance without consideration of stock acquisition rights as stock options
Issue price and disposal priceNo payment is required in exchange for the stock acquisition rights.
Payment date4 August 2026 (date of issue of the stock acquisition rights)
Intended allotteeCategory The Company's directors / Number of Employees 15 / Number of Shares Not disclosed, Category Executive officers of the Company / Number of Employees 5 / Number of Shares Not disclosed, Category Directors of subsidiaries of the Company / Number of Employees 28 / Number of Shares Not disclosed, Category Audit & Supervisory Board members of the Company’s subsidiaries / Number of Employees 5 / Number of Shares Not disclosed, Category Executive officers of the Company's subsidiaries / Number of Employees 26 / Number of Shares Not disclosed, Category Employees of the Company / Number of Employees 1,519 / Number of Shares Not disclosed, Category Employees of the Company’s subsidiaries / Number of Employees 3,282 / Number of Shares Not disclosed
Basis for determining the amount to be paidThe exercise price will be the closing price of the Company's common stock in regular trading on the Tokyo Stock Exchange on the allocation date, or, if no trading takes place, the closing price on the most recent preceding trading day. The discount or premium rate is Not disclosed. The stock acquisition rights themselves will be issued free of charge.
Exercise priceTo be determined on 4 August 2026 based on the closing price on the allocation date. Adjustment provisions apply in connection with stock splits or consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, corporate reorganizations and other events. The floor price is Not disclosed.
Exercise period22 July 2029 to 21 July 2031
Number of Stock Acquisition RightsTotal to be issued: 114,065 stock acquisition rights (17,280 for directors and other officers and 96,785 for employees). The number of outstanding unexercised rights is Not disclosed.
Reason for acquisition without considerationIf a proposal for a merger, share exchange or share transfer is approved at a shareholders' meeting, if the conditions for exercising the rights are no longer satisfied, or if the rights are waived. Stock acquisition rights acquired and held by the Company may be cancelled free of charge at any time.
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 15 / Number of allocated shares Not disclosed, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares Not disclosed, Category Directors of subsidiaries of the Company / Number of Employees 28 / Number of allocated shares Not disclosed, Category Audit & Supervisory Board members of the Company’s subsidiaries / Number of Employees 5 / Number of allocated shares Not disclosed, Category Executive officers of the Company's subsidiaries / Number of Employees 26 / Number of allocated shares Not disclosed, Category Employees of the Company / Number of Employees 1,519 / Number of allocated shares Not disclosed, Category Employees of the Company’s subsidiaries / Number of Employees 3,282 / Number of allocated shares Not disclosed
Procedures under the Corporate Code of ConductAt the annual shareholders' meeting held on 19 June 2026, a special resolution was approved authorizing the Board of Directors to determine the offering terms for grants to the Company's directors, executive officers and others. Grants to directors and executive officers will be made based on a decision by the Compensation Committee.
Items this document does not state (17)
Number of shares to be issued or disposed ofTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal 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 increase the motivation and morale of the Nojima team to contribute to improved performance and thereby enhance corporate value.

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Notice Concerning the Grant of Stock Options (Share Acquisition Rights) and the Terms and Conditions of Their Issuance | Nojima Co.,Ltd. (7419) timely disclosure | Komori