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Share Issuance and Disposal7746OKAMOTO GLASS CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding the Determination of the Issuance Terms and Other Matters for the 11th Stock Acquisition Rights through Third-Party Allotment (with Exercise Price Adjustment and Suspension Designation Clauses) and the 12th Stock Acquisition Rights

The issue terms, including the payment amounts and exercise prices, have been finalized for the 11th and 12th Series Stock Acquisition Rights through a third-party allotment, which were approved on 15 May 2026. The 11th Series are MS warrants whose exercise price is adjusted in line with the share price, while the 12th Series are stock acquisition rights with a fixed exercise price.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
2032988000
Japanese yen (approximate net proceeds)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Determination of the issue terms for the 11th Series Stock Acquisition Rights through a third-party allotment (with exercise price adjustment and suspension designation provisions) and the 12th Series Stock Acquisition Rights

Who receives how much

11th Series Stock Acquisition Rights: 18,000 rights, representing 1,800,000 underlying shares (100 shares per right); 12th Series Stock Acquisition Rights: 2,000 rights, representing 200,000 underlying shares (100 shares per right)

Nomura Securities Co., Ltd. (all of the 11th and 12th Series)

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

11th Series: ¥304 per right; 12th Series: ¥58 per right
Total issue value

¥5,588,000 (¥5,472,000 for the 11th Series and ¥116,000 for the 12th Series)

Amount of funds to be raised
Total payment amount: ¥2,042,988,000; approximate net proceeds: ¥2,032,988,000
Estimated issuance expenses
¥10,000,000
Specific use of funds
Capital investment in new facilities for data center-related productsAmount ¥800 million / Scheduled timing of expenditures July 2026 to June 2029
Capital investment in new facilities for new light guide devicesAmount ¥600 million / Scheduled timing of expenditures July 2026 to June 2029
Additional working capital resulting from the new capital investments described in (1) and (2) aboveAmount ¥632 million / Scheduled timing of expenditures October 2026 to June 2029
Terms of the stock acquisition rights
Exercise price
11th Series: initially ¥989, adjusted to 91% of the closing price on the immediately preceding trading day from 9 June 2026, subject to a floor of ¥495; 12th Series: ¥1,286, with no adjustment provision
Exercise period
9 June 2026 to 5 June 2029
Number of Stock Acquisition Rights
11th Series: total issued, 18,000 rights; 12th Series: total issued, 2,000 rights; unexercised balance: Not disclosed
Reason for acquisition without consideration
The Company may acquire the remaining rights at an amount equal to the payment amount on a date determined by the Board of Directors, upon an organizational restructuring, or if the Company is designated as a security under supervision, a security under special alert, or a security to be delisted, or is delisted.
Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd.
Payment date
5 June 2026
Basis for determining the amount to be paid
The initial exercise price of ¥989 for the 11th Series is the closing price on the Tokyo Stock Exchange on the trading day immediately preceding the date of the determination of the terms. The adjusted exercise price for the 11th Series will be 91% of the closing price on the immediately preceding trading day, subject to a floor of ¥495. The exercise price of ¥1,286 for the 12th Series is 130% of the closing price on the trading day immediately preceding the date of the determination of the terms.
Procedures under the Corporate Code of Conduct
A valuation by 株式会社赤坂国際会計, an independent third-party valuation institution; all 3 Audit & Supervisory Board Members expressed the view that the issuance does not constitute an issuance on favorable terms.
Most recent equity financing
Timing 6 June 2025 / Type 10th Series Stock Acquisition Rights (with an exercise price adjustment provision) / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDetermination of the issue terms for the 11th Series Stock Acquisition Rights through a third-party allotment (with exercise price adjustment and suspension designation provisions) and the 12th Series Stock Acquisition Rights
Number of shares to be issued or disposed of11th Series Stock Acquisition Rights: 18,000 rights, representing 1,800,000 underlying shares (100 shares per right); 12th Series Stock Acquisition Rights: 2,000 rights, representing 200,000 underlying shares (100 shares per right)
Issue price and disposal price11th Series: ¥304 per right; 12th Series: ¥58 per right
Total issue value¥5,588,000 (¥5,472,000 for the 11th Series and ¥116,000 for the 12th Series)
Amount of funds to be raisedTotal payment amount: ¥2,042,988,000; approximate net proceeds: ¥2,032,988,000
Estimated issuance expenses¥10,000,000
Specific use of fundsDetails Capital investment in new facilities for data center-related products / Amount ¥800 million / Scheduled timing of expenditures July 2026 to June 2029, Details Capital investment in new facilities for new light guide devices / Amount ¥600 million / Scheduled timing of expenditures July 2026 to June 2029, Details Additional working capital resulting from the new capital investments described in (1) and (2) above / Amount ¥632 million / Scheduled timing of expenditures October 2026 to June 2029
Payment date5 June 2026
Intended allotteeNomura Securities Co., Ltd. (all of the 11th and 12th Series)
Basis for determining the amount to be paidThe initial exercise price of ¥989 for the 11th Series is the closing price on the Tokyo Stock Exchange on the trading day immediately preceding the date of the determination of the terms. The adjusted exercise price for the 11th Series will be 91% of the closing price on the immediately preceding trading day, subject to a floor of ¥495. The exercise price of ¥1,286 for the 12th Series is 130% of the closing price on the trading day immediately preceding the date of the determination of the terms.
Exercise price11th Series: initially ¥989, adjusted to 91% of the closing price on the immediately preceding trading day from 9 June 2026, subject to a floor of ¥495; 12th Series: ¥1,286, with no adjustment provision
Exercise period9 June 2026 to 5 June 2029
Number of Stock Acquisition Rights11th Series: total issued, 18,000 rights; 12th Series: total issued, 2,000 rights; unexercised balance: Not disclosed
Reason for acquisition without considerationThe Company may acquire the remaining rights at an amount equal to the payment amount on a date determined by the Board of Directors, upon an organizational restructuring, or if the Company is designated as a security under supervision, a security under special alert, or a security to be delisted, or is delisted.
Underwriter / lead underwriterNomura Securities Co., Ltd.
Procedures under the Corporate Code of ConductA valuation by 株式会社赤坂国際会計, an independent third-party valuation institution; all 3 Audit & Supervisory Board Members expressed the view that the issuance does not constitute an issuance on favorable terms.
Most recent equity financingTiming 6 June 2025 / Type 10th Series Stock Acquisition Rights (with an exercise price adjustment provision) / Amount Not disclosed
Items this document does not state (11)
Intended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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 determine fair issue terms that take into account the impact on the share price following approval of the issuance while giving consideration to the interests of existing shareholders. The funds raised are scheduled to be used for capital expenditures related to data-center products and new light-guide devices, as well as the associated working capital.

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Notice Regarding the Determination of the Issuance Terms and Other Matters for the 11th Stock Acquisition Rights through Third-Party Allotment (with Exercise Price Adjustment and Suspension Designation Clauses) and the 12th Stock Acquisition Rights | OKAMOTO GLASS CO.,LTD. (7746) timely disclosure | Komori