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 resolved to issue 5,178 46th Series share acquisition rights, representing a maximum of 517,800 shares, as stock options to directors and employees of the Company and its subsidiaries, without requiring monetary payment.

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Neutral
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Scale
517800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as stock options

発行・処分する株式数

517,800 shares (5,178 share acquisition rights, 100 shares per right)

Intended allottee
Category The Company's directors (excluding outside directors) / Number of Employees 1 / Number of stock acquisition rights 1,240, Category Employees of the Company and its subsidiaries / Number of Employees Total: 57 / Number of stock acquisition rights 3,938
Amount payable per share acquisition right: No monetary payment required
Amount of funds to be raised

Total amount payable: No monetary payment required / Estimated net proceeds: Not disclosed

発行済株式総数

The total number of shares issued may increase by a maximum of 517,800 shares upon exercise of the share acquisition rights

Approximately 0.4% (517,800 shares, representing the total number of shares to be issued, relative to the total number of shares issued as of 30 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
The average closing price on each trading day in the month preceding the month containing the allotment date × 1.05 (fractions below ¥1 rounded up; provided that the exercise price will not be below the closing price on the allotment date). Adjustment provisions will apply after the allotment date in connection with share splits, share consolidations and other events. Floor for adjustments: Not disclosed
Exercise period
22 July 2028 to 21 July 2036
Number of Stock Acquisition Rights
Total number issued: 5,178. Unexercised balance: Not disclosed
Reason for acquisition without consideration
When a proposal for a merger in which the Company is the disappearing company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, is approved at a shareholders meeting. When a holder of the share acquisition rights becomes unable to exercise them under the exercise conditions. When a holder of the share acquisition rights waives all or part of the rights.
Categories and Number of Persons Covered
1 director of the Company (excluding outside directors): 1,240 rights / Total of 57 employees of the Company and its subsidiaries: 3,938 rights
Basis for determining the amount to be paid
An amount equal to the average closing price for ordinary trading on the Tokyo Stock Exchange on each trading day in the month preceding the month containing the allotment date, multiplied by 1.05. If the calculated amount is below the closing price on the allotment date, the closing price on the allotment date will apply. The calculation method adds a 5% premium to the average share price.
Procedures under the Corporate Code of Conduct
A resolution of the Board of Directors pursuant to Articles 236, 238 and 239 of the Companies Act. Other conditions for exercising the rights will be determined based on resolutions of the shareholders meeting and the Board of Directors.
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 of517,800 shares (5,178 share acquisition rights, 100 shares per right)
Issue price and disposal priceAmount payable per share acquisition right: No monetary payment required
Amount of funds to be raisedTotal amount payable: No monetary payment required / Estimated net proceeds: Not disclosed
Intended allotteeCategory The Company's directors (excluding outside directors) / Number of Employees 1 / Number of stock acquisition rights 1,240, Category Employees of the Company and its subsidiaries / Number of Employees Total: 57 / Number of stock acquisition rights 3,938
Dilution RateApproximately 0.4% (517,800 shares, representing the total number of shares to be issued, relative to the total number of shares issued as of 30 April 2026)
Total number of issued sharesThe total number of shares issued may increase by a maximum of 517,800 shares upon exercise of the share acquisition rights
Basis for determining the amount to be paidAn amount equal to the average closing price for ordinary trading on the Tokyo Stock Exchange on each trading day in the month preceding the month containing the allotment date, multiplied by 1.05. If the calculated amount is below the closing price on the allotment date, the closing price on the allotment date will apply. The calculation method adds a 5% premium to the average share price.
Exercise priceThe average closing price on each trading day in the month preceding the month containing the allotment date × 1.05 (fractions below ¥1 rounded up; provided that the exercise price will not be below the closing price on the allotment date). Adjustment provisions will apply after the allotment date in connection with share splits, share consolidations and other events. Floor for adjustments: Not disclosed
Exercise period22 July 2028 to 21 July 2036
Number of Stock Acquisition RightsTotal number issued: 5,178. Unexercised balance: Not disclosed
Reason for acquisition without considerationWhen a proposal for a merger in which the Company is the disappearing company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, is approved at a shareholders meeting. When a holder of the share acquisition rights becomes unable to exercise them under the exercise conditions. When a holder of the share acquisition rights waives all or part of the rights.
Categories and Number of Persons Covered1 director of the Company (excluding outside directors): 1,240 rights / Total of 57 employees of the Company and its subsidiaries: 3,938 rights
Procedures under the Corporate Code of ConductA resolution of the Board of Directors pursuant to Articles 236, 238 and 239 of the Companies Act. Other conditions for exercising the rights will be determined based on resolutions of the shareholders meeting and the Board of Directors.
Items this document does not state (14)
Total issue valueEstimated 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 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 provide medium- to long-term incentives, accelerate business promotion and global expansion across the Company Group, and seek 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