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    4689   JP3933800009

Z HOLDINGS CORPORATION

(4689)
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Z : Notice on the Issuance of Stock Options

10/25/2021 | 03:04am EST

October 25, 2021

To whom it may concern

Z Holdings Corporation Kentaro Kawabe

President and Representative Director, Co-CEO

Stock Code: 4689

Notice on the Issuance of Stock Options

Pursuant to Article 370 of the Companies Act of Japan and Article 25 ofArticles of Incorporation of Z Holdings Corporation (hereinafter "Company"), the Company determined today the terms and conditions of share acquisition rights that will be issued in the form of stock options to the directors and executive officers of the affiliated company of the Company, and resolved to solicit subscribers for the said stock acquisition rights, etc.

Please note that the amount to be paid in for the stock acquisition rights will be determined on the allotment date of the stock acquisition rights (scheduled for November 11, 2021). Details are as follows.

  1. Reason for the issuance of stock options

As announced by the Company and LINE Corporation (currently AHoldings Corporation, hereinafter "LINE") in "Announcement Regarding Definitive Agreement on Business Integration" dated December 23, 2019, and as announced by the Company in "Opinion Statement on the Tender Offer of the Company's Shares by LINE Corporation" (Japanese only) dated January 20, 2021, the Company will issue stock options which will cover the shares of common stock of the Company as part of the incentive policy towards the directors, officers and employees of LINE and its affiliated companies.

If all of the stock options announced today, implemented as LINE's three year incentive policy are exercised, the amount of shares of common stock of the Company that will increase as a result will be equivalent to around 0.46% of the total issued shares of the Company as of September 30, 2021 (0.47% even if treasury stocks are excluded). Furthermore, although it was announced in the "Notice on the Issuance of Stock Options" dated March 15, 2021 and "Notice Regarding Determination of Details of Stock Option Issuance" dated April 1, 2021, that the abovementioned incentive policy is for directors, officers and employees of the affiliated company of the Company, the issuance on this occasion only will be for some directors and executive officers of the affiliated company of the Company. Please note that out of the officers and employees of LINE and its affiliated companies, the economic conditions etc. of the incentive plan mainly for employees is scheduled to be considered while taking into account the scale of LINE's three year incentive

Disclaimer

This is an English translation of the captioned release. This translation is prepared and provided for the purpose of the reader's convenience. All readers are recommended to refer to the original version in Japanese of the release for complete information.

policy. However, when and how the incentive plan will be granted has not been determined as of now, and will be announced as soon as it is determined.

These stock options, including the aforementioned undetermined ones, will contribute to the enhancement of the corporate value of the Company. Therefore, we believe that the impact of the dilution of shares due to the issuance of these stock options will be within a reasonable range.

  1. Terms and conditions of stock acquisition rights to be issued to the directors and executive officers of the Company's affiliated company
  1. Name of stock options: LINE 29th Stock Options
  2. Total number of stock options:
    30,240 units
    The above number is the number scheduled to be allotted. If the total number of stock options to be allotted is decreased, such as when no stock option has been subscribed for, the total number of stock options to be allotted shall be the total number of stock options to be issued.
  3. Amount to be paid in for the stock options
    The amount to be paid in for each stock option shall be the option price per share (any fraction less than one yen shall be rounded to the nearest whole number) calculated using the binominal model, multiplied by the number of shares covered by each stock option (hereinafter, the "Number of Granted Shares"). However, the person to whom the stock option is allocated shall offset his/her monetary claim in lieu of paying the relevant amount to be paid in. The amount to be paid in as calculated above is equivalent to the fair value of the stock options, and does not constitute a favorable issuance.
  4. Class and number of shares covered by the stock options

The class of shares covered by the stock options shall be shares of common stock of the Company, and the Number of Granted Shares per one stock option shall be 1,175 shares.

However, the Number of Granted Shares shall be adjusted by the following formula if the Company splits (including allotment of shares of common stock of the Company without contribution; the same shall apply to any reference to a share split hereinafter) or consolidates shares of its common stock, and fractions less than one share arising as a result of such adjustment shall be rounded off.

Disclaimer

This is an English translation of the captioned release. This translation is prepared and provided for the purpose of the reader's convenience. All readers are recommended to refer to the original version in Japanese of the release for complete information.

Number of Granted

=

Number of Granted

×

Share split or share

Shares after adjustment

Shares before adjustment

consolidation ratio

The Number of Granted Shares after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Number of Granted Shares after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

When adjusting the Number of Granted Shares, the Company shall notify each holder of stock options set forth in the stock options register (each a "Stock Option Holder") or give public notice of necessary matters by the date immediately preceding the application date of the Number of Granted Shares after adjustment; however, if the Company is unable to notify the Stock Option Holders or give public notice thereof by the date immediately preceding the application date, the Company shall notify the Stock Option Holders or give public notice thereof promptly thereafter.

  1. Value of property to be contributed upon exercise of stock options
    1. The value of property to be contributed upon exercise of each stock option shall be the amount obtained by multiplying the amount to be paid-in for one share to be delivered by exercising such stock option (hereinafter the "Exercise Price") by the Number of Granted Shares. The Exercise Price shall be the higher of the price obtained either by multiplying 1.05 by the average closing price in ordinary trading of the Company's shares of common stock on the Tokyo Stock Exchange for each day (excluding any day on which no trade is executed) of the month preceding the month in which the day that the stock options were allotted, as set forth in Section 10 below (hereinafter "Allotment Date") (fraction less than 1 yen arising from such calculation will be rounded up) or the closing price (or closing price of the immediately preceding trading day when there is no closing price) on the Allotment Date.
    2. If the Company takes any of the actions listed in items (a) to (c) below with respect to the common stock of the Company after the Allotment Date, the Company shall adjust the Exercise Price by using the corresponding formula (the "Exercise Price Adjustment Formula") set forth below. Any fraction less than one yen resulting from the adjustment shall be rounded up to the nearest whole number:

Disclaimer

This is an English translation of the captioned release. This translation is prepared and provided for the purpose of the reader's convenience. All readers are recommended to refer to the original version in Japanese of the release for complete information.

(a)Split or consolidation of shares

Exercise Price after

Exercise Price before

1

=

×

Share split or share

adjustment

adjustment

consolidation ratio

The Exercise Price after adjustment shall be applied, in the case of a share split, on and after the day immediately following the record date for the share split (if no record date is prescribed, the effective date of such share split) and, in the case of a share consolidation, on and after the effective date thereof; however, if a share split is subject to the condition that a proposal to increase the stated capital or reserves by decreasing the amount of surplus is approved at the Company's shareholders meeting, and the record date for the share split is prescribed to be the date prior to the date of conclusion of such shareholders meeting, the Exercise Price after adjustment shall be applied on and after the date immediately following the date of conclusion of such shareholders meeting.

  1. Issuance of new shares or disposition of treasury shares at a price lower than the market price for shares of common stock of the Company (excluding issuance or disposal upon exercise of the stock options)

Number of

Number of

Amount to be

new shares to × paid-in per

Exercise Price

Exercise

issued

+

= Price before ×

shares

be issued

share

after adjustment

Market price per share

adjustment

Number of issued

+

Number of new

shares

shares to be issued

  • The "Market price" in the above Exercise Price Adjustment Formula shall be the average (fractional amounts less than one yen shall be calculated to the hundredth and then rounded to the nearest tenth) closing price (including indicative prices; hereinafter the same) of ordinary trading of shares of common stock of the Company listed on a financial instruments exchange (if the share of common stock of the Company are listed on two or more financial instruments exchanges, the main financial instruments exchange considered to be the most appropriate by taking into account the trading volume and the ratio of the pricing, etc. of the shares of common stock of the Company for the period specified in this sub-item) for a period of 30 trading days (excluding days with no closing price) commencing on the 45th trading day prior to the application date of the Exercise Price after adjustment.

Disclaimer

This is an English translation of the captioned release. This translation is prepared and provided for the purpose of the reader's convenience. All readers are recommended to refer to the original version in Japanese of the release for complete information.

  1. The "Number of issued shares" in the above Exercise Price Adjustment Formula shall be the total number of issued shares of common stock of the Company as of the date one month prior to the application date if no record date is prescribed, or as of the record date, if any, less the number of treasury shares of common stock of the Company; and in the case of disposition of treasury shares of common stock of the Company, the "Number of new shares to be issued" in the Exercise Price Adjustment Formula shall be replaced with the "Number of treasury shares to be disposed."
  2. The Exercise Price after adjustment shall be applied on and after the date immediately following the date of payment (if a period for payment is prescribed, the last day thereof) or on and after the date immediately following the record date for offering of shares of common stock of the Company, if any.
    1. In addition, if it is appropriate to adjust the Exercise Price after the Allotment Date because of a merger of the Company with another company or for other reasons, the Company shall adjust the Exercise Price as necessary to a reasonable extent.
    2. When adjusting the Exercise Price, the Company shall notify the Stock Option Holders or give public notice of necessary matters by the date immediately preceding the application date of the Exercise Price after adjustment; however, if the Company is unable to notify the Stock Option Holders or give public notice thereof by the date immediately preceding the application date, the Company shall notify the Stock Option Holders or give public notice thereof promptly thereafter.
  1. Exercise period for the stock options
    The exercise period for the stock options shall be from November 11, 2024 to October 24, 2031 (the "Exercise Period"). However, if the last day of the Exercise Period falls on a holiday of the Company, the Exercise Period shall end on the business day immediately preceding such day.
    Notwithstanding the preceding paragraph, the Stock Option Holder may exercise the stock option during the periods listed in the following items (including the first day and the last day of each period) up to the number of units in the relevant item (including the units for which the stock options have already been exercised). In such case, any fraction of exercisable stock options arising from the calculation pursuant to the relevant item shall be rounded down, and only the stock options without such fraction may be exercised.
  1. From November 11, 2024 to October 24, 2031

20% of the total number of stock options allotted to the Stock Holder

  1. From November 11, 2025 to October 24, 2031

Disclaimer

This is an English translation of the captioned release. This translation is prepared and provided for the purpose of the reader's convenience. All readers are recommended to refer to the original version in Japanese of the release for complete information.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Z Holdings Corporation published this content on 25 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 October 2021 07:03:04 UTC.


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P/E ratio 2022 61,8x
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Mean consensus OUTPERFORM
Number of Analysts 14
Last Close Price 762,20 JPY
Average target price 842,92 JPY
Spread / Average Target 10,6%
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Kentaro Kawabe President, Co-CEO & Representative Director
Takeshi Idezawa Representative Director & Co-CEO
Ryosuke Sakaue Group CFO & Senior Managing Executive Officer
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