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Share Issuance and Disposal7578NICHIRYOKU CO.,LTD.Retail

Notice of Completion of Acquisition and Cancellation of the 3rd Series Stock Acquisition Rights and Completion of Payment for the Issuance of New Shares, Bonds with Stock Acquisition Rights and Stock Acquisition Rights

All remaining Third Series Stock Acquisition Rights were acquired and cancelled, and payment was completed for the private placement of new shares, two types of convertible bonds with stock acquisition rights, and the Fourth Series Stock Acquisition Rights.

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Details of issuance or disposal

Acquisition and cancellation of the Third Series Stock Acquisition Rights (with an exercise price adjustment clause), Issuance of new shares by third-party allotment, Issuance of the First Series Unsecured Convertible Bonds with Stock Acquisition Rights, Issuance of the Second Series Unsecured Convertible Bonds with Stock Acquisition Rights (with a conversion price adjustment clause), Issuance of the Fourth Series Stock Acquisition Rights (with an exercise price adjustment clause)

Who receives how much

Type New shares / Number of Shares 1,067,900 shares, Type Potential shares under the First Series CBs (initial conversion price) / Number of Shares 4,545,454 shares, Type Potential shares under the First Series CBs (minimum conversion price) / Number of Shares 8,264,462 shares, Type Potential shares under the Second Series CBs (initial conversion price) / Number of Shares 1,941,747 shares, Type Potential shares under the Second Series CBs (minimum conversion price) / Number of Shares 2,739,726 shares, Type Potential shares under the Fourth Series Stock Acquisition Rights / Number of Shares 17,098,200 shares

LCAO790,300 new shares, 15 Second Series CBs and 67,327 Fourth Series Stock Acquisition Rights
MAP24685,400 new shares, 2 Second Series CBs and 7,278 Fourth Series Stock Acquisition Rights
BEMAP192,200 new shares, 3 Second Series CBs and 16,377 Fourth Series Stock Acquisition Rights
GP Listed Company Investment Limited Liability Partnership40 First Series CBs
Value-Up Fund80,000 Fourth Series Stock Acquisition Rights

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.

New shares: ¥103 per share, First Series CBs: ¥100 per ¥100 of principal amount, Second Series CBs: ¥90 per ¥100 of principal amount, Fourth Series Stock Acquisition Rights: ¥15 per right
Amount of funds to be raised

New shares: ¥109,993,700, First Series CBs: ¥500,000,000, Second Series CBs: ¥180,000,000, Fourth Series Stock Acquisition Rights: ¥1,763,679,330 (Note)

Terms of the stock acquisition rights
Exercise price
Fourth Series Stock Acquisition Rights: initial exercise price of ¥103, with an adjustment clause, and a minimum of ¥57. First Series CBs: initial conversion price of ¥110 and a minimum of ¥60.5. Second Series CBs: initial conversion price of ¥103 and a minimum of ¥73.
Number of Stock Acquisition Rights
Third Series: total issued, 23,971 rights; exercised, 0 rights; acquired and cancelled, 23,971 rights; remaining after cancellation, 0 rights. First Series CBs: 40. Second Series CBs: 20. Fourth Series: 170,982. The number of unexercised Fourth Series Stock Acquisition Rights is not disclosed.
Reason for acquisition without consideration
All remaining Third Series Stock Acquisition Rights were acquired and cancelled based on the grounds for acquisition stipulated in the issuance terms. The specific grounds are not disclosed.
Payment date
7 May 2026
Basis for determining the amount to be paid
The basis for determining the issue price and discount rate for the new shares is not disclosed. The First Series CBs have an initial conversion price of ¥110, subject to adjustment based on the average closing price over 20 consecutive trading days. The Second Series CBs have an initial conversion price of ¥103, subject to adjustment based on the closing price on the trading day preceding the adjustment date. The Fourth Series Stock Acquisition Rights have an initial exercise price of ¥103, based on 90% of the closing price on the valuation date. The minimum exercise price is ¥57, or 50% of the closing price on the trading day preceding the resolution date for the issuance.
Procedures under the Corporate Code of Conduct
The document states that the issuance is conditional on the filing under the Financial Instruments and Exchange Act becoming effective. An independent third-party opinion and confirmation of shareholder approval are not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalAcquisition and cancellation of the Third Series Stock Acquisition Rights (with an exercise price adjustment clause), Issuance of new shares by third-party allotment, Issuance of the First Series Unsecured Convertible Bonds with Stock Acquisition Rights, Issuance of the Second Series Unsecured Convertible Bonds with Stock Acquisition Rights (with a conversion price adjustment clause), Issuance of the Fourth Series Stock Acquisition Rights (with an exercise price adjustment clause)
Number of shares to be issued or disposed ofType New shares / Number of Shares 1,067,900 shares, Type Potential shares under the First Series CBs (initial conversion price) / Number of Shares 4,545,454 shares, Type Potential shares under the First Series CBs (minimum conversion price) / Number of Shares 8,264,462 shares, Type Potential shares under the Second Series CBs (initial conversion price) / Number of Shares 1,941,747 shares, Type Potential shares under the Second Series CBs (minimum conversion price) / Number of Shares 2,739,726 shares, Type Potential shares under the Fourth Series Stock Acquisition Rights / Number of Shares 17,098,200 shares
Issue price and disposal priceNew shares: ¥103 per share, First Series CBs: ¥100 per ¥100 of principal amount, Second Series CBs: ¥90 per ¥100 of principal amount, Fourth Series Stock Acquisition Rights: ¥15 per right
Amount of funds to be raisedNew shares: ¥109,993,700, First Series CBs: ¥500,000,000, Second Series CBs: ¥180,000,000, Fourth Series Stock Acquisition Rights: ¥1,763,679,330 (Note)
Payment date7 May 2026
Intended allotteeName LCAO / Number of shares and rights 790,300 new shares, 15 Second Series CBs and 67,327 Fourth Series Stock Acquisition Rights, Name MAP246 / Number of shares and rights 85,400 new shares, 2 Second Series CBs and 7,278 Fourth Series Stock Acquisition Rights, Name BEMAP / Number of shares and rights 192,200 new shares, 3 Second Series CBs and 16,377 Fourth Series Stock Acquisition Rights, Name GP Listed Company Investment Limited Liability Partnership / Number of shares and rights 40 First Series CBs, Name Value-Up Fund / Number of shares and rights 80,000 Fourth Series Stock Acquisition Rights
Basis for determining the amount to be paidThe basis for determining the issue price and discount rate for the new shares is not disclosed. The First Series CBs have an initial conversion price of ¥110, subject to adjustment based on the average closing price over 20 consecutive trading days. The Second Series CBs have an initial conversion price of ¥103, subject to adjustment based on the closing price on the trading day preceding the adjustment date. The Fourth Series Stock Acquisition Rights have an initial exercise price of ¥103, based on 90% of the closing price on the valuation date. The minimum exercise price is ¥57, or 50% of the closing price on the trading day preceding the resolution date for the issuance.
Exercise priceFourth Series Stock Acquisition Rights: initial exercise price of ¥103, with an adjustment clause, and a minimum of ¥57. First Series CBs: initial conversion price of ¥110 and a minimum of ¥60.5. Second Series CBs: initial conversion price of ¥103 and a minimum of ¥73.
Number of Stock Acquisition RightsThird Series: total issued, 23,971 rights; exercised, 0 rights; acquired and cancelled, 23,971 rights; remaining after cancellation, 0 rights. First Series CBs: 40. Second Series CBs: 20. Fourth Series: 170,982. The number of unexercised Fourth Series Stock Acquisition Rights is not disclosed.
Reason for acquisition without considerationAll remaining Third Series Stock Acquisition Rights were acquired and cancelled based on the grounds for acquisition stipulated in the issuance terms. The specific grounds are not disclosed.
Procedures under the Corporate Code of ConductThe document states that the issuance is conditional on the filing under the Financial Instruments and Exchange Act becoming effective. An independent third-party opinion and confirmation of shareholder approval are not disclosed.
Items this document does not state (17)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise periodTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal 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.

Payment, acquisition and cancellation relating to the issuances and other matters resolved and disclosed on 16 April 2026 have been completed. The specific purpose of the fund raising is not disclosed in this document.

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Notice of Completion of Acquisition and Cancellation of the 3rd Series Stock Acquisition Rights and Completion of Payment for the Issuance of New Shares, Bonds with Stock Acquisition Rights and Stock Acquisition Rights | NICHIRYOKU CO.,LTD. (7578) timely disclosure | Komori