Komori
Share Issuance and Disposal7780Menicon Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Regarding the Granting of Stock Options (Share Acquisition Rights) as Equity Compensation to the Company’s Executive Officers, Directors and Employees

The Company has decided to grant a total of 548 Series 34 and Series 35 stock acquisition rights to its executive officers, directors and employees as stock-compensation-type stock options. If all rights are exercised, 54,800 shares of the Company's common stock will be delivered.

Worth reading
45Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
54800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as stock-compensation-type stock options (Series 34 and Series 35 stock acquisition rights)

発行・処分する株式数

Series 34: 44,600 shares of the Company's common stock; Series 35: 10,200 shares of the Company's common stock; total: 54,800 shares

Intended allottee
Name The Company's executive officers / Number of Employees Series 34: 5 people; Series 35: 1 person / Number of stock acquisition rights Series 34: 207; Series 35: 65, Name The Company's directors (excluding outside directors) / Number of Employees 2 / Number of stock acquisition rights 54, Name The Company's employees / Number of Employees Series 34: 16 people; Series 35: 4 people / Number of stock acquisition rights Series 34: 185; Series 35: 37
An amount calculated by multiplying the number of shares subject to the grant by the fair value per share of the stock options calculated using the Black-Scholes model on the allotment date. The fair value is scheduled to be determined on 3 August 2026.
Amount of funds to be raised

No monetary payment is required. The monetary compensation equivalent to the total payment amount for the stock acquisition rights will be offset against the payment obligation.

Total Stock-Based Compensation
Monetary compensation equivalent to the total payment amount for the stock acquisition rights. The amount is scheduled to be determined on the allotment date and is Not disclosed.
Terms of the stock acquisition rights
Exercise price
¥1 per share. Amendment provisions: Not disclosed
Exercise period
From 31 March 2027 to 30 March 2077
Number of Stock Acquisition Rights
Series 34: total issued, 446; outstanding and unexercised, Not disclosed. Series 35: total issued, 102; outstanding and unexercised, Not disclosed.
Reason for acquisition without consideration
If shareholder approval or a Board of Directors' resolution is obtained for a merger in which the Company is the disappearing company, an absorption-type or incorporation-type company split in which the Company is the splitting company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, the Company may acquire the rights for no consideration on a date separately determined by the Board of Directors.
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Conditions for lifting transfer restrictions
The holder must continuously hold a position as an officer or employee of the Company or one of its subsidiaries from the allotment date until the commencement date of the exercise period. The exercise period and other conditions following loss of that position are prescribed according to whether the holder is a resident or non-resident.
Categories and Number of Persons Covered
Series 34: 5 executive officers of the Company, 207 rights; 2 directors of the Company, 54 rights; 16 employees of the Company, 185 rights. Series 35: 1 executive officer of the Company, 65 rights; 4 employees of the Company, 37 rights.
Intended allottee's holding policy
Acquisition of the stock acquisition rights through transfer requires the approval of the Company's Board of Directors. The rights are subject to exercise conditions, including continued employment or service.
Payment date
3 August 2026
Basis for determining the amount to be paid
An amount calculated by multiplying the number of shares subject to the grant by the fair value per share of the stock options calculated using the Black-Scholes model on the allotment date. The closing price and average share price used as the benchmarks, as well as the discount rate and premium rate, are Not disclosed.
Procedures under the Corporate Code of Conduct
Decided at a meeting of the Board of Directors held on 26 June 2026. Obtaining an opinion from an independent third party and confirming shareholders' intentions are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as stock-compensation-type stock options (Series 34 and Series 35 stock acquisition rights)
Number of shares to be issued or disposed ofSeries 34: 44,600 shares of the Company's common stock; Series 35: 10,200 shares of the Company's common stock; total: 54,800 shares
Issue price and disposal priceAn amount calculated by multiplying the number of shares subject to the grant by the fair value per share of the stock options calculated using the Black-Scholes model on the allotment date. The fair value is scheduled to be determined on 3 August 2026.
Amount of funds to be raisedNo monetary payment is required. The monetary compensation equivalent to the total payment amount for the stock acquisition rights will be offset against the payment obligation.
Payment date3 August 2026
Intended allotteeName The Company's executive officers / Number of Employees Series 34: 5 people; Series 35: 1 person / Number of stock acquisition rights Series 34: 207; Series 35: 65, Name The Company's directors (excluding outside directors) / Number of Employees 2 / Number of stock acquisition rights 54, Name The Company's employees / Number of Employees Series 34: 16 people; Series 35: 4 people / Number of stock acquisition rights Series 34: 185; Series 35: 37
Intended allottee's holding policyAcquisition of the stock acquisition rights through transfer requires the approval of the Company's Board of Directors. The rights are subject to exercise conditions, including continued employment or service.
Basis for determining the amount to be paidAn amount calculated by multiplying the number of shares subject to the grant by the fair value per share of the stock options calculated using the Black-Scholes model on the allotment date. The closing price and average share price used as the benchmarks, as well as the discount rate and premium rate, are Not disclosed.
Exercise price¥1 per share. Amendment provisions: Not disclosed
Exercise periodFrom 31 March 2027 to 30 March 2077
Number of Stock Acquisition RightsSeries 34: total issued, 446; outstanding and unexercised, Not disclosed. Series 35: total issued, 102; outstanding and unexercised, Not disclosed.
Conditions for lifting transfer restrictionsThe holder must continuously hold a position as an officer or employee of the Company or one of its subsidiaries from the allotment date until the commencement date of the exercise period. The exercise period and other conditions following loss of that position are prescribed according to whether the holder is a resident or non-resident.
Reason for acquisition without considerationIf shareholder approval or a Board of Directors' resolution is obtained for a merger in which the Company is the disappearing company, an absorption-type or incorporation-type company split in which the Company is the splitting company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, the Company may acquire the rights for no consideration on a date separately determined by the Board of Directors.
Categories and Number of Persons CoveredSeries 34: 5 executive officers of the Company, 207 rights; 2 directors of the Company, 54 rights; 16 employees of the Company, 185 rights. Series 35: 1 executive officer of the Company, 65 rights; 4 employees of the Company, 37 rights.
Total Stock-Based CompensationMonetary compensation equivalent to the total payment amount for the stock acquisition rights. The amount is scheduled to be determined on the allotment date and is Not disclosed.
Procedures under the Corporate Code of ConductDecided at a meeting of the Board of Directors held on 26 June 2026. Obtaining an opinion from an independent third party and confirming shareholders' intentions are Not disclosed.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodUnderwriter / 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 further enhance the motivation and morale of the Company's group executives, directors and employees to contribute to improved consolidated performance, and to further promote management aimed at increasing corporate value.

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Notice Regarding the Granting of Stock Options (Share Acquisition Rights) as Equity Compensation to the Company’s Executive Officers, Directors and Employees | Menicon Co.,Ltd. (7780) timely disclosure | Komori