Komori
Share Issuance and Disposal77773-D Matrix,Ltd.Electrical Equipment and Precision Instruments

Notice Regarding the Issuance of Stock Options (Share Acquisition Rights)

The Company has resolved to submit to the shareholders meeting a proposal to issue up to 8,000 stock acquisition rights as stock options, representing up to 800,000 underlying shares, to directors, employees, officers and employees of subsidiaries, and outside collaborators. The issuance is subject to approval at the shareholders meeting.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
800000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as stock options

Who receives how much

Up to 800,000 shares (8,000 stock acquisition rights, each representing 100 shares)

The Company's directors (excluding outside directors) and employees, directors and employees of the Company's subsidiaries, and outside collaboratorsUp to 800,000 shares

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

The stock acquisition rights will be issued at no cost. The exercise price will be determined based on an amount equal to 1.05 times the average closing price for the month preceding the month in which the allotment date falls.
発行済株式総数

Approximately 0.6% (based on 127,971,881 issued shares as of the end of April 2026)

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
Generally, 1.05 times the average closing price for the month preceding the month in which the allotment date falls; if this is below the closing price on the allotment date, the closing price on the allotment date will apply. Adjustment provisions apply in the event of a stock split, reverse stock split or similar event. The closing price on the allotment date will effectively serve as the floor.
Exercise period
For officers and employees of the Company or its subsidiaries: from the date falling 2 years after the date of issuance of the stock acquisition rights through the date falling 10 years after that date. For outside collaborators: from the date of issuance of the stock acquisition rights through the date falling 10 years after that date.
Number of Stock Acquisition Rights
The total number to be issued is capped at 8,000. The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
If a proposal for a merger or similar transaction in which the Company becomes the dissolving company is approved at a shareholders meeting, if a holder becomes unable to exercise the rights under the exercise conditions, or if a holder waives all or part of the rights.
Categories and Number of Persons Covered
The Company's directors (excluding outside directors) and employees, directors and employees of the Company's subsidiaries, and outside collaborators. The number of recipients and the number of shares allotted by category are Not disclosed. The number of stock acquisition rights allotted to the Company's directors is capped at 1,000 (100,000 shares).
Basis for determining the amount to be paid
An amount equal to 1.05 times the average closing price for regular trading on the Tokyo Stock Exchange on each trading day in the month preceding the month in which the allotment date falls. This represents a 5% premium to the average price. If the resulting amount is below the closing price on the allotment date, the closing price on the allotment date will apply.
Procedures under the Corporate Code of Conduct
Subject to approval of the proposal at the 22nd Annual General Meeting of Shareholders scheduled for 23 July 2026.
Impact on Business Performance
No specific impact on financial results has been disclosed at this time.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as stock options
Number of shares to be issued or disposed ofUp to 800,000 shares (8,000 stock acquisition rights, each representing 100 shares)
Issue price and disposal priceThe stock acquisition rights will be issued at no cost. The exercise price will be determined based on an amount equal to 1.05 times the average closing price for the month preceding the month in which the allotment date falls.
Intended allotteeCategory The Company's directors (excluding outside directors) and employees, directors and employees of the Company's subsidiaries, and outside collaborators / Number of Shares Up to 800,000 shares
Dilution RateApproximately 0.6% (based on 127,971,881 issued shares as of the end of April 2026)
Total number of issued shares127,971,881 shares → Not disclosed
Basis for determining the amount to be paidAn amount equal to 1.05 times the average closing price for regular trading on the Tokyo Stock Exchange on each trading day in the month preceding the month in which the allotment date falls. This represents a 5% premium to the average price. If the resulting amount is below the closing price on the allotment date, the closing price on the allotment date will apply.
Exercise priceGenerally, 1.05 times the average closing price for the month preceding the month in which the allotment date falls; if this is below the closing price on the allotment date, the closing price on the allotment date will apply. Adjustment provisions apply in the event of a stock split, reverse stock split or similar event. The closing price on the allotment date will effectively serve as the floor.
Exercise periodFor officers and employees of the Company or its subsidiaries: from the date falling 2 years after the date of issuance of the stock acquisition rights through the date falling 10 years after that date. For outside collaborators: from the date of issuance of the stock acquisition rights through the date falling 10 years after that date.
Number of Stock Acquisition RightsThe total number to be issued is capped at 8,000. The number of unexercised rights is Not disclosed.
Reason for acquisition without considerationIf a proposal for a merger or similar transaction in which the Company becomes the dissolving company is approved at a shareholders meeting, if a holder becomes unable to exercise the rights under the exercise conditions, or if a holder waives all or part of the rights.
Categories and Number of Persons CoveredThe Company's directors (excluding outside directors) and employees, directors and employees of the Company's subsidiaries, and outside collaborators. The number of recipients and the number of shares allotted by category are Not disclosed. The number of stock acquisition rights allotted to the Company's directors is capped at 1,000 (100,000 shares).
Procedures under the Corporate Code of ConductSubject to approval of the proposal at the 22nd Annual General Meeting of Shareholders scheduled for 23 July 2026.
Impact on Business PerformanceNo specific impact on financial results has been disclosed at this time.
Items this document does not state (14)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyTransfer 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 medium- to long-term incentives to the officers and employees of the Company and its subsidiaries, and to grant stock acquisition rights to outside collaborators in line with the expected level of their contribution, thereby accelerating business development and global expansion across the Group and aiming to enhance corporate value and shareholder returns.

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Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) | 3-D Matrix,Ltd. (7777) timely disclosure | Komori