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

Decision on the Issuance Limit for the 20th Series of Stock Compensation-Type Stock Options

The Company determined an issuance quota of up to 174 stock acquisition rights as the 20th series of stock compensation-type stock options for its directors. The specific issuance terms will be determined and disclosed at a later date.

Worth reading
36Immaterial
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
174
Units (equivalent to 17,400 common shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as equity compensation stock options

Who receives how much

Up to 17,400 shares (174 stock acquisition rights, each representing 100 common shares)

Up to a total of 174 stock acquisition rights will be allotted to the Company’s directors, excluding outside directors and part-time directors (number of recipients: 非開示).

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

The issue price of the stock acquisition rights will be their fair value, calculated using the Black-Scholes model or another valuation method based on the closing price per share of the Company’s common stock on the issue date.
Amount of funds to be raised

The payment amount for the stock acquisition rights will be ¥0, with no payment required. No net proceeds are expected to be raised.

Total Stock-Based Compensation
The payment amount for the stock acquisition rights represents director compensation equivalent to their fair accounting value on the allotment date. Amount: Not disclosed.
Terms of the stock acquisition rights
Exercise price
¥1 per share. An adjustment provision applies in the event of a stock split or share consolidation. The floor for any adjustment is Not disclosed.
Exercise period
From 1 July 2027 to 30 June 2042
Number of Stock Acquisition Rights
Up to 174 stock acquisition rights in total will be issued. The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
The rights may be acquired without consideration upon expiry of the exercise period, 5 years after retirement from office, a serious violation of laws or internal rules, conviction and imprisonment or a more severe sentence, appointment to a competing company without authorization, the death of a successor to the rights, an offer 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 rights may not be transferred while the holder remains in office. They may be exercised for up to 5 years after retirement from office.
Conditions for lifting transfer restrictions
Transfer and pledging as collateral are prohibited. The holder must be a director or audit & supervisory board member when exercising the rights. However, the rights may be exercised within 5 years after retirement from office.
Categories and Number of Persons Covered
The Company’s directors, excluding outside directors and part-time directors. Number of recipients: Not disclosed. Up to a total of 174 stock acquisition rights.
Intended allottee's holding policy
The stock acquisition rights may not be transferred or pledged as collateral.
Basis for determining the amount to be paid
The issue price will be the fair value of the stock acquisition rights, calculated using the Black-Scholes model or another valuation method based on the closing price per share of the Company’s common stock on the issue date. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The disclosure states that the recipients will be directors scheduled to be elected or re-elected at the general meeting of shareholders scheduled for 22 May 2026. Obtaining an independent third-party opinion and other procedures are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as equity compensation stock options
Number of shares to be issued or disposed ofUp to 17,400 shares (174 stock acquisition rights, each representing 100 common shares)
Issue price and disposal priceThe issue price of the stock acquisition rights will be their fair value, calculated using the Black-Scholes model or another valuation method based on the closing price per share of the Company’s common stock on the issue date.
Amount of funds to be raisedThe payment amount for the stock acquisition rights will be ¥0, with no payment required. No net proceeds are expected to be raised.
Intended allotteeUp to a total of 174 stock acquisition rights will be allotted to the Company’s directors, excluding outside directors and part-time directors (number of recipients: Not disclosed).
Intended allottee's holding policyThe stock acquisition rights may not be transferred or pledged as collateral.
Basis for determining the amount to be paidThe issue price will be the fair value of the stock acquisition rights, calculated using the Black-Scholes model or another valuation method based on the closing price per share of the Company’s common stock on the issue date. The discount rate and premium rate are Not disclosed.
Exercise price¥1 per share. An adjustment provision applies in the event of a stock split or share consolidation. The floor for any adjustment is Not disclosed.
Exercise periodFrom 1 July 2027 to 30 June 2042
Number of Stock Acquisition RightsUp to 174 stock acquisition rights in total will be issued. The number of unexercised rights is Not disclosed.
Transfer restriction periodThe rights may not be transferred while the holder remains in office. They may be exercised for up to 5 years after retirement from office.
Conditions for lifting transfer restrictionsTransfer and pledging as collateral are prohibited. The holder must be a director or audit & supervisory board member when exercising the rights. However, the rights may be exercised within 5 years after retirement from office.
Reason for acquisition without considerationThe rights may be acquired without consideration upon expiry of the exercise period, 5 years after retirement from office, a serious violation of laws or internal rules, conviction and imprisonment or a more severe sentence, appointment to a competing company without authorization, the death of a successor to the rights, an offer 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 recipients: Not disclosed. Up to a total of 174 stock acquisition rights.
Total Stock-Based CompensationThe payment amount for the stock acquisition rights represents director compensation equivalent to their fair accounting value on the allotment date. Amount: Not disclosed.
Procedures under the Corporate Code of ConductThe disclosure states that the recipients will be directors scheduled to be elected or re-elected at the general meeting of shareholders scheduled for 22 May 2026. Obtaining an independent third-party opinion and other procedures are Not disclosed.
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 increase directors’ motivation and morale to improve performance and enhance corporate value over the medium to long term.

How to read this page

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Decision on the Issuance Limit for the 20th Series of Stock Compensation-Type Stock Options | AEON Financial Service Co.,Ltd. (8570) timely disclosure | Komori