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Share Issuance and Disposal9941TAIYO BUSSAN KAISHA,LTD.Trading & Wholesale

Notice Regarding the Issuance of Tax-Qualified Stock Options (the 7th Series of Stock Acquisition Rights)

The Company resolved to issue tax-qualified stock options (7th Series Stock Acquisition Rights) to its directors, executive officers and employees free of charge. The planned issuance is 430 stock acquisition rights, each of which entitles the holder to acquire 100 common shares.

Worth reading
46Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
43000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of tax-qualified stock options (7th Series Stock Acquisition Rights)

Who receives how much

43,000 common shares (430 stock acquisition rights × 100 shares per right)

5 directors of the Company7,000 shares
1 executive officer of the Company2,000 shares
27 employees of the Company34,000 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

The stock acquisition rights will be issued free of charge. The exercise price will be the higher of the amount obtained by multiplying the average closing price on each trading day in the month preceding the month containing the allotment date by 1.02, or the closing price on the allotment date.
Amount of funds to be raised

The payment amount for the stock acquisition rights is ¥0. The total payment amount upon exercise is Not disclosed because the exercise price has not been determined. The estimated net proceeds are Not disclosed.

Terms of the stock acquisition rights
Exercise price
The higher of the average closing price in the month preceding the month containing the allotment date multiplied by 1.02, or the closing price on the allotment date. Adjustment provisions apply in connection with stock splits, reverse stock splits and similar events. The floor is Not disclosed.
Exercise period
Start Date 1 June 2028 / End date 19 April 2034
Number of Stock Acquisition Rights
Total number issued 430 (planned allotment; this may be reduced if applications are not submitted or for other reasons) / Number of unexercised units Not disclosed
Reason for acquisition without consideration
If prescribed approvals or other requirements are met in connection with a merger, company split, share exchange or share transfer, the Company may acquire all of these stock acquisition rights free of charge. The Company may also acquire them free of charge before the end of the exercise period if the holder is sentenced to imprisonment or a more severe punishment, is subject to disciplinary dismissal or dismissal following a recommendation to resign, commits a serious violation of laws or internal regulations, is or becomes affiliated with or involved in antisocial forces, or offers to waive the stock acquisition rights.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 5 / Number of allocated shares 7,000 shares, Category Executive officers of the Company / Number of Employees 1 / Number of allocated shares 2,000 shares, Category The Company's employees / Number of Employees 27 / Number of allocated shares 34,000 shares
Basis for determining the amount to be paid
The exercise price will be the higher of the amount obtained by multiplying the average closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on each trading day in the month preceding the month containing the allotment date by 1.02, or the closing price on the allotment date. This represents a 2% premium to the average closing price.
Procedures under the Corporate Code of Conduct
Because these stock acquisition rights will be issued free of charge at fair value and are not issued on particularly favorable terms, the issuance will be carried out without obtaining approval at a shareholders meeting.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of tax-qualified stock options (7th Series Stock Acquisition Rights)
Number of shares to be issued or disposed of43,000 common shares (430 stock acquisition rights × 100 shares per right)
Issue price and disposal priceThe stock acquisition rights will be issued free of charge. The exercise price will be the higher of the amount obtained by multiplying the average closing price on each trading day in the month preceding the month containing the allotment date by 1.02, or the closing price on the allotment date.
Amount of funds to be raisedThe payment amount for the stock acquisition rights is ¥0. The total payment amount upon exercise is Not disclosed because the exercise price has not been determined. The estimated net proceeds are Not disclosed.
Intended allotteeName 5 directors of the Company / Number of Shares 7,000 shares, Name 1 executive officer of the Company / Number of Shares 2,000 shares, Name 27 employees of the Company / Number of Shares 34,000 shares
Basis for determining the amount to be paidThe exercise price will be the higher of the amount obtained by multiplying the average closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on each trading day in the month preceding the month containing the allotment date by 1.02, or the closing price on the allotment date. This represents a 2% premium to the average closing price.
Exercise priceThe higher of the average closing price in the month preceding the month containing the allotment date multiplied by 1.02, or the closing price on the allotment date. Adjustment provisions apply in connection with stock splits, reverse stock splits and similar events. The floor is Not disclosed.
Exercise periodStart Date 1 June 2028 / End date 19 April 2034
Number of Stock Acquisition RightsTotal number issued 430 (planned allotment; this may be reduced if applications are not submitted or for other reasons) / Number of unexercised units Not disclosed
Reason for acquisition without considerationIf prescribed approvals or other requirements are met in connection with a merger, company split, share exchange or share transfer, the Company may acquire all of these stock acquisition rights free of charge. The Company may also acquire them free of charge before the end of the exercise period if the holder is sentenced to imprisonment or a more severe punishment, is subject to disciplinary dismissal or dismissal following a recommendation to resign, commits a serious violation of laws or internal regulations, is or becomes affiliated with or involved in antisocial forces, or offers to waive the stock acquisition rights.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 5 / Number of allocated shares 7,000 shares, Category Executive officers of the Company / Number of Employees 1 / Number of allocated shares 2,000 shares, Category The Company's employees / Number of Employees 27 / Number of allocated shares 34,000 shares
Procedures under the Corporate Code of ConductBecause these stock acquisition rights will be issued free of charge at fair value and are not issued on particularly favorable terms, the issuance will be carried out without obtaining approval at a shareholders meeting.
Items this document does not state (16)
Total issue valueEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer 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 increase the commitment of officers and employees to expanding the Company's performance, with the aim of expanding the Company's business performance and increasing corporate value. The purpose is also for employees to share the risk of fluctuations in the share price with shareholders and contribute to increasing corporate value in the future.

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Notice Regarding the Issuance of Tax-Qualified Stock Options (the 7th Series of Stock Acquisition Rights) | TAIYO BUSSAN KAISHA,LTD. (9941) timely disclosure | Komori