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Share Issuance and Disposal8035Tokyo Electron LimitedElectrical Equipment and Precision Instruments

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

Tokyo Electron resolved to issue stock compensation-type stock options (the 25th and 26th Series of Stock Acquisition Rights) without consideration to its directors, officers and employees, and the officers and employees of its subsidiaries. The 25th Series is performance-linked and the 26th Series is not performance-linked, with up to 266,800 shares of common stock subject to the rights.

Worth reading
52Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
266800
Shares (total number of shares underlying the share acquisition rights)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock compensation-type stock options (share subscription rights)

発行・処分する株式数

25th Series: 266,600 shares (2,066 Stock Acquisition Rights × 100 shares); 26th Series: 66,200 shares (662 Stock Acquisition Rights × 100 shares)

Intended allottee
Category The Company's directors (excluding outside directors) / Number of Employees 4 / 25th Series 1,141 rights (114,100 shares) / 26th Series 184 rights (18,400 shares), Category The Company's corporate officers, executive officers and senior employees, and the directors, executive officers and senior employees of the Company's subsidiaries / Number of Employees 110 / 25th Series 925 rights (92,500 shares) / 26th Series 478 rights (47,800 shares)
The share acquisition rights will be issued without consideration. The exercise price is ¥1 per share.
Total issue value

No consideration

Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1 per share. There are no adjustment provisions.
Exercise period
From 17 July 2029 to 29 June 2046
Number of Stock Acquisition Rights
The total number issued is 2,066 rights for the 25th Series and 662 rights for the 26th Series. The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
The Stock Acquisition Rights will be cancelled if approval is granted at a shareholders' meeting or a resolution is adopted by the Board of Directors concerning a merger in which the Company is the disappearing company, a 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 Stock Acquisition Rights will also lapse if an eligible individual receives certain criminal penalties, is deemed to have caused material damage, becomes an officer or employee of a competing company, or waives the Stock Acquisition Rights.
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
For the 25th Series, the number of Stock Acquisition Rights that may be exercised will be determined within a range of 0% to 165% of the number of rights initially granted, based on performance over the 3 fiscal years from the 64th fiscal year (fiscal year ending March 2027) through the 66th fiscal year (fiscal year ending March 2029). The eligible individuals must also satisfy certain continuous employment or tenure requirements.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors: 1,141 rights for the 25th Series and 184 rights for the 26th Series. 110 corporate officers, executive officers and senior employees of the Company, and directors, executive officers and senior employees of the Company's subsidiaries: 925 rights for the 25th Series and 478 rights for the 26th Series
Basis for determining the amount to be paid
The Stock Acquisition Rights will be issued without consideration. The exercise price is ¥1 per share.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock compensation-type stock options (share subscription rights)
Number of shares to be issued or disposed of25th Series: 266,600 shares (2,066 Stock Acquisition Rights × 100 shares); 26th Series: 66,200 shares (662 Stock Acquisition Rights × 100 shares)
Issue price and disposal priceThe share acquisition rights will be issued without consideration. The exercise price is ¥1 per share.
Total issue valueNo consideration
Intended allotteeCategory The Company's directors (excluding outside directors) / Number of Employees 4 / 25th Series 1,141 rights (114,100 shares) / 26th Series 184 rights (18,400 shares), Category The Company's corporate officers, executive officers and senior employees, and the directors, executive officers and senior employees of the Company's subsidiaries / Number of Employees 110 / 25th Series 925 rights (92,500 shares) / 26th Series 478 rights (47,800 shares)
Basis for determining the amount to be paidThe Stock Acquisition Rights will be issued without consideration. The exercise price is ¥1 per share.
Exercise priceThe initial exercise price is ¥1 per share. There are no adjustment provisions.
Exercise periodFrom 17 July 2029 to 29 June 2046
Number of Stock Acquisition RightsThe total number issued is 2,066 rights for the 25th Series and 662 rights for the 26th Series. The number of unexercised rights is Not disclosed.
Conditions for lifting transfer restrictionsFor the 25th Series, the number of Stock Acquisition Rights that may be exercised will be determined within a range of 0% to 165% of the number of rights initially granted, based on performance over the 3 fiscal years from the 64th fiscal year (fiscal year ending March 2027) through the 66th fiscal year (fiscal year ending March 2029). The eligible individuals must also satisfy certain continuous employment or tenure requirements.
Reason for acquisition without considerationThe Stock Acquisition Rights will be cancelled if approval is granted at a shareholders' meeting or a resolution is adopted by the Board of Directors concerning a merger in which the Company is the disappearing company, a 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 Stock Acquisition Rights will also lapse if an eligible individual receives certain criminal penalties, is deemed to have caused material damage, becomes an officer or employee of a competing company, or waives the Stock Acquisition Rights.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors: 1,141 rights for the 25th Series and 184 rights for the 26th Series. 110 corporate officers, executive officers and senior employees of the Company, and directors, executive officers and senior employees of the Company's subsidiaries: 925 rights for the 25th Series and 478 rights for the 26th Series
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

The stock compensation-type stock options will be granted to the eligible individuals to further strengthen the alignment with improvements in corporate value and performance over the medium to long term.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of Equity Compensation Stock Options (Share Acquisition Rights) | Tokyo Electron Limited (8035) timely disclosure | Komori