Announcement Regarding the Allocation of Stock Options (Stock Acquisition Rights)

Summary

The announcement sets out the terms under which Nippon Ichi Software Co., Ltd. will issue new share subscription rights to its directors, executive officers, auditors, employees and the same categories at its subsidiaries. The primary aim is to boost motivation and morale and to align the interests of key personnel with the company’s performance, in accordance with the Companies Act and the approval obtained at the 32nd ordinary shareholders’ meeting. A total of 1,908 subscription rights will be granted, each covering 100 ordinary shares for a combined target of 190,800 shares. Allocation is divided among 560 rights for directors, 43 for executive officers, 70 for auditors, 1,123 for employees, 40 for subsidiary directors and 72 for subsidiary employees. Recipients comprise five directors, one executive officer, three auditors, 121 employees, three subsidiary directors and 23 subsidiary employees. No cash contribution is required at grant, and the exercise price will be calculated as the average closing price of the company’s ordinary shares for the month preceding the allocation date, multiplied by 1.05 and rounded up, with a floor at the allocation‑day closing price. The allocation date is set for 22 July 2025, and the exercise window runs from 1 August 2028 to 31 May 2035. Capital increases resulting from exercised rights are limited to half of the statutory increase ceiling, with the remainder allocated to capital reserves. Rights may be reclaimed free of charge if the holder ceases to meet the eligibility conditions or in the event of mergers, share exchanges or other reorganisations, and any transfer of rights requires board approval. The framework applies to the company’s listed shares on the Tokyo Stock Exchange and its subsidiaries, reflecting a corporate‑wide incentive program spanning the next decade.

Tags

Citation