Komori
Share Issuance and Disposal8123T.KAWABE & CO.,LTD.Trading & Wholesale

Notice Regarding the Issuance of Stock Acquisition Rights (Tax-Qualified Stock Options)

The Company resolved to issue 320 Series 1 stock acquisition rights to 1 employee as tax-qualified stock options. If all the rights are exercised, up to 32,000 shares will be delivered, using the Company's treasury shares.

Worth reading
43Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1.8
% (percentage of the total number of issued shares excluding treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as stock options

Who receives how much

32,000 common shares (320 stock acquisition rights, 100 shares per right)

1 employee of the Company: 320 stock acquisition rights

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

No cash payment is required for each stock acquisition right
Amount of funds to be raised

Payment upon issuance of the share acquisition rights: ¥0; estimated net proceeds: Not disclosed

発行済株式総数

Approximately 1.8% (based on 1,824,748 issued shares excluding treasury shares as of the end of July 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
Equal to the closing price on 7 August 2026. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of new shares or disposition of treasury shares below market value, and other events. The floor price is Not disclosed.
Exercise period
From 8 August 2028 to 7 August 2036
Number of Stock Acquisition Rights
Total number issued: 320; number of outstanding unexercised rights: Not disclosed
Reason for acquisition without consideration
If approval is granted at a shareholders meeting or otherwise for a merger or other transaction in which the Company is the disappearing company, or if the rights become unexercisable under the exercise conditions before exercise, the Company may acquire all or the applicable stock acquisition rights without consideration on a date separately determined by the Board of Directors.
Categories and Number of Persons Covered
1 employee of the Company: 320 stock acquisition rights
Intended allottee's holding policy
Any transfer requires the approval of the Company's Board of Directors.
Payment date
Not applicable (no monetary payment is required in exchange for the share acquisition rights)
Basis for determining the amount to be paid
The exercise price will be equal to the closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on 7 August 2026, or, if no trading takes place, the closing price on the most recent trading day. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The Audit & Supervisory Board reviewed the issuance terms and expressed the opinion that the terms are reasonable and not particularly favorable, that the purpose and scale of the issuance are appropriate, and that the issuance would not unfairly harm the interests of existing shareholders.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as stock options
Number of shares to be issued or disposed of32,000 common shares (320 stock acquisition rights, 100 shares per right)
Issue price and disposal priceNo cash payment is required for each stock acquisition right
Amount of funds to be raisedPayment upon issuance of the share acquisition rights: ¥0; estimated net proceeds: Not disclosed
Payment dateNot applicable (no monetary payment is required in exchange for the share acquisition rights)
Intended allottee1 employee of the Company: 320 stock acquisition rights
Intended allottee's holding policyAny transfer requires the approval of the Company's Board of Directors.
Dilution RateApproximately 1.8% (based on 1,824,748 issued shares excluding treasury shares as of the end of July 2026)
Total number of issued shares1,824,748 shares (excluding treasury shares, as of the end of July 2026) → Not disclosed
Basis for determining the amount to be paidThe exercise price will be equal to the closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on 7 August 2026, or, if no trading takes place, the closing price on the most recent trading day. The discount rate and premium rate are Not disclosed.
Exercise priceEqual to the closing price on 7 August 2026. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of new shares or disposition of treasury shares below market value, and other events. The floor price is Not disclosed.
Exercise periodFrom 8 August 2028 to 7 August 2036
Number of Stock Acquisition RightsTotal number issued: 320; number of outstanding unexercised rights: Not disclosed
Reason for acquisition without considerationIf approval is granted at a shareholders meeting or otherwise for a merger or other transaction in which the Company is the disappearing company, or if the rights become unexercisable under the exercise conditions before exercise, the Company may acquire all or the applicable stock acquisition rights without consideration on a date separately determined by the Board of Directors.
Categories and Number of Persons Covered1 employee of the Company: 320 stock acquisition rights
Procedures under the Corporate Code of ConductThe Audit & Supervisory Board reviewed the issuance terms and expressed the opinion that the terms are reasonable and not particularly favorable, that the purpose and scale of the issuance are appropriate, and that the issuance would not unfairly harm the interests of existing shareholders.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsTransfer 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 encourage the marketing contributions of the employee appointed as CMO, provide an incentive to increase the share price and corporate value, and align the employee's interests with those of shareholders. The Company also intends to use treasury shares to achieve a rational and flexible compensation structure from a capital-efficiency perspective while taking into consideration the potential dilution of existing shareholders.

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Notice Regarding the Issuance of Stock Acquisition Rights (Tax-Qualified Stock Options) | T.KAWABE & CO.,LTD. (8123) timely disclosure | Komori