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Share Issuance and Disposal8570AEON Financial Service Co.,Ltd.Financials (excluding banks)

Issuance (Allocation) of the 19th Series of Stock Acquisition Rights as Stock Compensation Stock Options

The Company determined the specific terms for allotting 78 stock acquisition rights to its directors, excluding outside directors and part-time directors, as stock compensation-type stock options. If all rights are exercised, 7,800 common shares will be issued.

Worth reading
50Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
78
Stock Acquisition Rights
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance (allotment) of stock acquisition rights as stock compensation-type stock options

Who receives how much

7,800 common shares (78 stock acquisition rights, 100 shares per right)

The Company’s directors, excluding outside directors and part-time directors: 78 rights in total (number of directors: 非開示)

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

Stock acquisition rights: accounting fair value as of the allotment date
Amount of funds to be raised

Payment for stock acquisition rights: no cash payment required; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Director compensation equivalent to the fair value of the stock acquisition rights. Amount: Not disclosed.
Terms of the stock acquisition rights
Exercise price
¥1 per share. The terms provide for adjustment in the event of a stock split or reverse stock split. The lower limit is Not disclosed.
Exercise period
From 1 July 2026 to 30 June 2041
Number of Stock Acquisition Rights
Total issued: 78 rights; remaining unexercised: Not disclosed
Reason for acquisition without consideration
Expiration of the exercise period; passage of 5 years after retirement; a serious violation of laws, regulations or internal rules; conviction resulting in imprisonment or a more severe punishment; assuming or agreeing without authorization to assume a position as an officer or employee of a competing company; the death of a successor to the rights; a request to waive all rights; or a resolution by the Board of Directors to acquire all or part of the 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.

Transfer restriction period
The exercise period is from 1 July 2026 to 30 June 2041. After retirement, the rights may be exercised only within 5 years from the retirement date.
Conditions for lifting transfer restrictions
Transfer is prohibited. The holder must also be a director or statutory auditor at the time of exercise. However, the rights may be exercised within 5 years after retirement.
Categories and Number of Persons Covered
The Company’s directors, excluding outside directors and part-time directors: number of people Not disclosed; 78 rights
Intended allottee's holding policy
Transfer and pledging of the stock acquisition rights are prohibited. The rights may be exercised only within 5 years after retirement.
Basis for determining the amount to be paid
The stock acquisition rights will be issued at their accounting fair value as of the allotment date. The closing price and average share price used as the basis, as well as the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
Allotment to eligible directors elected, including those re-elected, at the general meeting of shareholders held on 23 May 2025. The specific terms were determined by the Board of Directors at its meeting held on 16 April 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance (allotment) of stock acquisition rights as stock compensation-type stock options
Number of shares to be issued or disposed of7,800 common shares (78 stock acquisition rights, 100 shares per right)
Issue price and disposal priceStock acquisition rights: accounting fair value as of the allotment date
Amount of funds to be raisedPayment for stock acquisition rights: no cash payment required; estimated net proceeds: Not disclosed
Intended allotteeThe Company’s directors, excluding outside directors and part-time directors: 78 rights in total (number of directors: Not disclosed)
Intended allottee's holding policyTransfer and pledging of the stock acquisition rights are prohibited. The rights may be exercised only within 5 years after retirement.
Basis for determining the amount to be paidThe stock acquisition rights will be issued at their accounting fair value as of the allotment date. The closing price and average share price used as the basis, as well as the discount and premium rates, are Not disclosed.
Exercise price¥1 per share. The terms provide for adjustment in the event of a stock split or reverse stock split. The lower limit is Not disclosed.
Exercise periodFrom 1 July 2026 to 30 June 2041
Number of Stock Acquisition RightsTotal issued: 78 rights; remaining unexercised: Not disclosed
Transfer restriction periodThe exercise period is from 1 July 2026 to 30 June 2041. After retirement, the rights may be exercised only within 5 years from the retirement date.
Conditions for lifting transfer restrictionsTransfer is prohibited. The holder must also be a director or statutory auditor at the time of exercise. However, the rights may be exercised within 5 years after retirement.
Reason for acquisition without considerationExpiration of the exercise period; passage of 5 years after retirement; a serious violation of laws, regulations or internal rules; conviction resulting in imprisonment or a more severe punishment; assuming or agreeing without authorization to assume a position as an officer or employee of a competing company; the death of a successor to the rights; a request to waive all rights; or a resolution by the Board of Directors to acquire all or part of the rights.
Categories and Number of Persons CoveredThe Company’s directors, excluding outside directors and part-time directors: number of people Not disclosed; 78 rights
Total Stock-Based CompensationDirector compensation equivalent to the fair value of the stock acquisition rights. Amount: Not disclosed.
Procedures under the Corporate Code of ConductAllotment to eligible directors elected, including those re-elected, at the general meeting of shareholders held on 23 May 2025. The specific terms were determined by the Board of Directors at its meeting held on 16 April 2026.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesUnderwriter / 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 strengthen the link between directors’ compensation and the Company’s performance and share value, and to enhance their motivation and morale to improve performance over the medium to long term and increase corporate value by having them share with shareholders not only the benefits of a rise in the share price but also the risk of a decline.

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Issuance (Allocation) of the 19th Series of Stock Acquisition Rights as Stock Compensation Stock Options | AEON Financial Service Co.,Ltd. (8570) timely disclosure | Komori