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Share Issuance and Disposal7545NISHIMATSUYA CHAIN Co.,Ltd.Retail

Notice Concerning the Issuance of Stock Options (Share Acquisition Rights) to Employees

The Company has decided to submit a proposal to issue free stock options (share acquisition rights) to its employees to the annual general meeting of shareholders scheduled for 12 May 2026. The proposal covers the issuance of up to 1,500 share acquisition rights, each enabling the holder to acquire the Company's ordinary shares, for a maximum of 150,000 shares.

Worth reading
49Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
150000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Free issuance of share acquisition rights as stock options to employees

発行・処分する株式数150,000Shares

Up to 150,000 of the Company's ordinary shares

Intended allottee
The Company's employees, including persons who have newly obtained qualifications designated by the Company
The issue price is nil (¥0) per share acquisition right
Total issue value

¥0 (no cash payment is required in exchange for the share acquisition rights)

Terms of the stock acquisition rights
Exercise price
Per share, the highest of: the average closing price for the month preceding the month of issuance multiplied by 1.05; the closing price on the issue date; and ¥2,353. Adjustment provisions apply in the event of a share split or consolidation, the issuance of new shares at below market value, or similar events. ¥2,353 is not an explicit floor, but is specified as a reference amount for the calculation.
Exercise period
From 1 June 2028 to 31 May 2030
Number of Stock Acquisition Rights
Up to 1,500 share acquisition rights in total. The number of unexercised rights remaining is Not disclosed. Each right represents 100 shares.
Reason for acquisition without consideration
If a merger in which the Company is the disappearing company, or a share exchange or share transfer under which the Company becomes a wholly owned subsidiary, is approved at a general meeting of shareholders, or if an allottee ceases to meet the exercise conditions.
Categories and Number of Persons Covered
The Company's employees, including persons who have newly obtained qualifications designated by the Company. The number of eligible persons and the number of shares allotted by category are Not disclosed.
Intended allottee's holding policy
Transfers of the share acquisition rights require the approval of the Board of Directors
Basis for determining the amount to be paid
The highest of: the average closing price of the Company's ordinary shares in regular trading on the Tokyo Stock Exchange on each trading day in the month preceding the month in which the share acquisition rights are issued, multiplied by 1.05; the closing price on the issue date; and ¥2,353. This represents a 5% premium to the average closing price.
Procedures under the Corporate Code of Conduct
Approval at the annual general meeting of shareholders scheduled for 12 May 2026 of the issuance of share acquisition rights as stock options to employees is a condition precedent.
Most recent equity financing
The Company's 35th Series Share Acquisition Rights: exercise price of ¥2,353 (issue date and total issue amount are Not disclosed)
Details of issuance or disposal
ItemDetails
Type of issuance or disposalFree issuance of share acquisition rights as stock options to employees
Number of shares to be issued or disposed ofUp to 150,000 of the Company's ordinary shares
Issue price and disposal priceThe issue price is nil (¥0) per share acquisition right
Total issue value¥0 (no cash payment is required in exchange for the share acquisition rights)
Intended allotteeThe Company's employees, including persons who have newly obtained qualifications designated by the Company
Intended allottee's holding policyTransfers of the share acquisition rights require the approval of the Board of Directors
Basis for determining the amount to be paidThe highest of: the average closing price of the Company's ordinary shares in regular trading on the Tokyo Stock Exchange on each trading day in the month preceding the month in which the share acquisition rights are issued, multiplied by 1.05; the closing price on the issue date; and ¥2,353. This represents a 5% premium to the average closing price.
Exercise pricePer share, the highest of: the average closing price for the month preceding the month of issuance multiplied by 1.05; the closing price on the issue date; and ¥2,353. Adjustment provisions apply in the event of a share split or consolidation, the issuance of new shares at below market value, or similar events. ¥2,353 is not an explicit floor, but is specified as a reference amount for the calculation.
Exercise periodFrom 1 June 2028 to 31 May 2030
Number of Stock Acquisition RightsUp to 1,500 share acquisition rights in total. The number of unexercised rights remaining is Not disclosed. Each right represents 100 shares.
Reason for acquisition without considerationIf a merger in which the Company is the disappearing company, or a share exchange or share transfer under which the Company becomes a wholly owned subsidiary, is approved at a general meeting of shareholders, or if an allottee ceases to meet the exercise conditions.
Categories and Number of Persons CoveredThe Company's employees, including persons who have newly obtained qualifications designated by the Company. The number of eligible persons and the number of shares allotted by category are Not disclosed.
Procedures under the Corporate Code of ConductApproval at the annual general meeting of shareholders scheduled for 12 May 2026 of the issuance of share acquisition rights as stock options to employees is a condition precedent.
Most recent equity financingThe Company's 35th Series Share Acquisition Rights: exercise price of ¥2,353 (issue date and total issue amount are Not disclosed)
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 promote sound management of the Company and enhance public trust by stimulating the motivation and morale of the Company's employees to improve performance.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Issuance of Stock Options (Share Acquisition Rights) to Employees | NISHIMATSUYA CHAIN Co.,Ltd. (7545) timely disclosure | Komori