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

Notice Concerning the Issuance of Paid Stock Options (8th Series Stock Acquisition Rights)

The Company has resolved to issue 650 Series 8 share subscription rights for consideration to 2 directors and 2 employees. If all rights are exercised, 65,000 common shares will be issued. An exercise condition is that the share price exceed ¥1,800 at least once.

Worth reading
66In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
65000
Shares (increase in the number of common shares if all rights are exercised)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (Series 8 share subscription rights)

Who receives how much

65,000 shares (650 share subscription rights, 100 shares per right, if all rights are exercised)

2 directors of the Company35,000 shares
2 employees of the Company30,000 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.

¥1,174 per share subscription right, or ¥11.74 per underlying share
Total issue value

¥763,100 (¥1,174 × 650 rights)

Amount of funds to be raised
Total payment amount: ¥763,100. Estimated net proceeds: Not disclosed
Existing Shares and Increase
+3.30%Rate of increase
1,934,019 shares1,999,019Shares

3.3% (if all rights are exercised; the ratio to the 1,934,019 issued shares as of the date of the resolution)

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
The initial exercise price is ¥1,261 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of new shares or disposal of treasury shares below market value, a corporate reorganization or other events. The floor is Not disclosed.
Exercise period
Start Date 2 June 2026 / End date 19 April 2029
Number of Stock Acquisition Rights
Total number issued: 650 rights. Unexercised balance: Not disclosed
Reason for acquisition without consideration
If shareholder approval or other approval is obtained for a merger, company split, share exchange or similar transaction, or if a holder of the share subscription rights is sentenced to imprisonment or a more severe punishment, is dismissed for disciplinary reasons or upon recommendation, commits a serious violation of laws, regulations or internal rules, or is an antisocial force or involved with antisocial forces, among other circumstances.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 2 / Number of allocated shares 35,000 shares, Category The Company's employees / Number of Employees 2 / Number of allocated shares 30,000 shares
Payment date
31 May 2026
Basis for determining the amount to be paid
A third-party valuation institution calculated the amount using a Monte Carlo simulation based on the issue terms and other factors, including a closing price of ¥1,349 per share on the business day preceding the date of the resolution to issue, volatility of 24.21%, a dividend yield of 0%, and a risk-free interest rate of 1.495%. Although the exercise price is stated to be equal to the closing price on the business day preceding the date of the resolution to issue, the issuance terms state an exercise price of ¥1,261. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
As the rights will be issued for consideration at fair value and are not issued on particularly favorable terms, the issuance will be carried out without obtaining shareholder approval.
Most recent equity financing
Series 7 tax-qualified stock options approved for issuance on 24 April 2026 (detailed amount: Not disclosed)
Impact on Business Performance
The specific amount and percentage impact on business performance are Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (Series 8 share subscription rights)
Number of shares to be issued or disposed of65,000 shares (650 share subscription rights, 100 shares per right, if all rights are exercised)
Issue price and disposal price¥1,174 per share subscription right, or ¥11.74 per underlying share
Total issue value¥763,100 (¥1,174 × 650 rights)
Amount of funds to be raisedTotal payment amount: ¥763,100. Estimated net proceeds: Not disclosed
Payment date31 May 2026
Intended allotteeName 2 directors of the Company / Number of Shares 35,000 shares, Name 2 employees of the Company / Number of Shares 30,000 shares
Dilution Rate3.3% (if all rights are exercised; the ratio to the 1,934,019 issued shares as of the date of the resolution)
Total number of issued shares1,934,019 shares → 1,999,019 shares (if all rights are exercised)(3.3%)
Basis for determining the amount to be paidA third-party valuation institution calculated the amount using a Monte Carlo simulation based on the issue terms and other factors, including a closing price of ¥1,349 per share on the business day preceding the date of the resolution to issue, volatility of 24.21%, a dividend yield of 0%, and a risk-free interest rate of 1.495%. Although the exercise price is stated to be equal to the closing price on the business day preceding the date of the resolution to issue, the issuance terms state an exercise price of ¥1,261. The discount rate and premium rate are Not disclosed.
Exercise priceThe initial exercise price is ¥1,261 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of new shares or disposal of treasury shares below market value, a corporate reorganization or other events. The floor is Not disclosed.
Exercise periodStart Date 2 June 2026 / End date 19 April 2029
Number of Stock Acquisition RightsTotal number issued: 650 rights. Unexercised balance: Not disclosed
Reason for acquisition without considerationIf shareholder approval or other approval is obtained for a merger, company split, share exchange or similar transaction, or if a holder of the share subscription rights is sentenced to imprisonment or a more severe punishment, is dismissed for disciplinary reasons or upon recommendation, commits a serious violation of laws, regulations or internal rules, or is an antisocial force or involved with antisocial forces, among other circumstances.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 2 / Number of allocated shares 35,000 shares, Category The Company's employees / Number of Employees 2 / Number of allocated shares 30,000 shares
Procedures under the Corporate Code of ConductAs the rights will be issued for consideration at fair value and are not issued on particularly favorable terms, the issuance will be carried out without obtaining shareholder approval.
Most recent equity financingSeries 7 tax-qualified stock options approved for issuance on 24 April 2026 (detailed amount: Not disclosed)
Impact on Business PerformanceThe specific amount and percentage impact on business performance are Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer 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 increase officers’ and employees’ commitment to expanding business performance with the aim of expanding business performance and enhancing corporate value, and to have them share share-price volatility risk with shareholders while assuming incentives and responsibility for enhancing corporate value.

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Notice Concerning the Issuance of Paid Stock Options (8th Series Stock Acquisition Rights) | TAIYO BUSSAN KAISHA,LTD. (9941) timely disclosure | Komori