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Share Issuance and Disposal8616Tokai Tokyo Financial Holdings,Inc.Financials (excluding banks)

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

The Company has resolved to issue up to 1,486 Series 18 share acquisition rights as stock options to 302 directors and employees of the Company and its subsidiaries. Each share acquisition right entitles the holder to acquire 1,000 common shares, and the exercise period is from 1 October 2028 to 30 September 2035.

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Conditional
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Details of issuance or disposal

Issuance of share acquisition rights as stock options (Series 18 share acquisition rights)

発行・処分する株式数

1,000 common shares per share acquisition right; 1,486 rights in total (equivalent to a maximum of 1,486,000 shares)

Intended allottee
Name Executive directors of the Company / Number of Employees 2 / Number allocated 44 rights, Name Employees of the Company / Number of Employees 286 / Number allocated 1,348 rights, Name Executive directors of the wholly owned subsidiary / Number of Employees 12 / Number allocated 84 rights, Name Executive directors of other subsidiaries / Number of Employees 2 / Number allocated 10
Nil per stock acquisition right
Total issue value

No consideration

Amount of funds to be raised
Payment for share acquisition rights: ¥0; estimated net proceeds: ¥0
Terms of the stock acquisition rights
Exercise price
The higher of the average closing price on each trading day in the month preceding the month in which the allotment date falls and the closing price on the allotment date, multiplied by 1.05. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The floor is Not disclosed.
Exercise period
Start Date 1 October 2028 / End date 30 September 2035
Number of Stock Acquisition Rights
Total number to be issued: 1,486 rights (planned); number of outstanding unexercised rights: Not disclosed
Reason for acquisition without consideration
If the share acquisition rights become unable to be transferred as a result of a corporate reorganization, the Company may acquire them without consideration on a date separately determined by the Company's Board of Directors.
Categories and Number of Persons Covered
Category Executive directors of the Company / Number of Employees 2 / Number of allocated shares Equivalent to 44,000 shares, Category Employees of the Company / Number of Employees 286 / Number of allocated shares Equivalent to 1,348,000 shares, Category Executive directors of the wholly owned subsidiary / Number of Employees 12 / Number of allocated shares Equivalent to 84,000 shares, Category Executive directors of other subsidiaries / Number of Employees 2 / Number of allocated shares Equivalent to 10,000 shares
Intended allottee's holding policy
The acquisition of the share acquisition rights through a transfer requires approval by resolution of the Company's Board of Directors.
Payment date
Not applicable (no monetary payment is required in exchange for the stock acquisition rights)
Basis for determining the amount to be paid
The exercise price will be the higher of the average closing price on each trading day in the month preceding the month in which the allotment date falls and the closing price on the allotment date, multiplied by 1.05. This represents a 5% premium.
Procedures under the Corporate Code of Conduct
The issuance of the share acquisition rights was approved at the Annual General Meeting of Shareholders held on 25 June 2026.
Most recent equity financing
Timing 20 May 2026 / Type Board of Directors resolution to submit the matter to the Annual General Meeting of Shareholders / Amount Not disclosed
Impact on Business Performance
The disclosure states that the purpose is to improve the performance of the Company Group as a whole and consolidated performance, but the specific financial impact is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as stock options (Series 18 share acquisition rights)
Number of shares to be issued or disposed of1,000 common shares per share acquisition right; 1,486 rights in total (equivalent to a maximum of 1,486,000 shares)
Issue price and disposal priceNil per stock acquisition right
Total issue valueNo consideration
Amount of funds to be raisedPayment for share acquisition rights: ¥0; estimated net proceeds: ¥0
Payment dateNot applicable (no monetary payment is required in exchange for the stock acquisition rights)
Intended allotteeName Executive directors of the Company / Number of Employees 2 / Number allocated 44 rights, Name Employees of the Company / Number of Employees 286 / Number allocated 1,348 rights, Name Executive directors of the wholly owned subsidiary / Number of Employees 12 / Number allocated 84 rights, Name Executive directors of other subsidiaries / Number of Employees 2 / Number allocated 10
Intended allottee's holding policyThe acquisition of the share acquisition rights through a transfer requires approval by resolution of the Company's Board of Directors.
Basis for determining the amount to be paidThe exercise price will be the higher of the average closing price on each trading day in the month preceding the month in which the allotment date falls and the closing price on the allotment date, multiplied by 1.05. This represents a 5% premium.
Exercise priceThe higher of the average closing price on each trading day in the month preceding the month in which the allotment date falls and the closing price on the allotment date, multiplied by 1.05. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The floor is Not disclosed.
Exercise periodStart Date 1 October 2028 / End date 30 September 2035
Number of Stock Acquisition RightsTotal number to be issued: 1,486 rights (planned); number of outstanding unexercised rights: Not disclosed
Reason for acquisition without considerationIf the share acquisition rights become unable to be transferred as a result of a corporate reorganization, the Company may acquire them without consideration on a date separately determined by the Company's Board of Directors.
Categories and Number of Persons CoveredCategory Executive directors of the Company / Number of Employees 2 / Number of allocated shares Equivalent to 44,000 shares, Category Employees of the Company / Number of Employees 286 / Number of allocated shares Equivalent to 1,348,000 shares, Category Executive directors of the wholly owned subsidiary / Number of Employees 12 / Number of allocated shares Equivalent to 84,000 shares, Category Executive directors of other subsidiaries / Number of Employees 2 / Number of allocated shares Equivalent to 10,000 shares
Procedures under the Corporate Code of ConductThe issuance of the share acquisition rights was approved at the Annual General Meeting of Shareholders held on 25 June 2026.
Most recent equity financingTiming 20 May 2026 / Type Board of Directors resolution to submit the matter to the Annual General Meeting of Shareholders / Amount Not disclosed
Impact on Business PerformanceThe disclosure states that the purpose is to improve the performance of the Company Group as a whole and consolidated performance, but the specific financial impact is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering

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 align the interests of shareholders with those of the Company's executive directors and employees by providing them with a common incentive to improve the performance of the Company Group as a whole, thereby improving consolidated performance.

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Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) | Tokai Tokyo Financial Holdings,Inc. (8616) timely disclosure | Komori