Bond-Type Class Stock Information
Introduction
Our group has formulated the "JAL Group Management Vision 2035", a new growth strategy that started in fiscal year 2026. Toward fiscal year 2035, it is essential to achieve both a "financial base" and "high capital efficiency" in order to transform our business portfolio by investing in the International Route business, the Mileage Lifestyle business, and other areas. Therefore, on April 30, 2026, we resolved to issue shares of Series 1 Bond-Type Class Stock, enabling us to raise capital with no dilution of common shareholders.
The shares of Bond-Type Class Stock are structured with debt-like features, including a call option exercisable by the Company after approximately 5 years, while being legally classified as equity under the Companies Act. Shares of our Bond-Type Class Stock have no voting rights or conversion rights into common shares, but instead provide priority dividends over common stock.
On June 3, 2026, we issued the shares of Series 1 Bond-Type Class Stock (Issue price: 10,000 yen; Shares issued: 20 million; Total amount: 200 billion yen; Fixed annual dividend rate: 4.000%), and listed them on the Prime Market of Tokyo Stock Exchange (TSE) on the business day following the date of issuance, June 4, 2026.
Features and general information
Series 1 Bond-Type Class Stock
|
Item |
Content |
|---|---|
|
Preferred dividend |
Fixed dividend for approximately 5 years from the issuance, floating dividend thereafter (*1). |
|
Liquidity (Trading) |
To attract a wide range of investors, we have listed the shares on the Tokyo Stock Exchange Prime Market, providing opportunities for trading. |
|
Rights to vote and convert to common shares |
There are no voting rights or conversion rights to common shares. (This is a structure designed to prevent dilution of existing common stock.) |
|
Call option in exchange for cash (Our option) |
In principle, we may acquire shares of Series 1 Bond-Type Class Stock, after 5 years from the issuance (*2)(*3), in exchange for cash equal to the issue price plus unpaid and accrued dividends payable. |
|
Use of proceeds |
The proceeds will be used to fund a portion of the capital investment for the purchase of cutting-edge aircraft, including the Airbus A350 and Boeing 737-8. |
|
Related releases |
|
Comparison with Common Stock
| Comparing Item | Series 1 Bond-Type Class Stock | Common Stock |
|---|---|---|
Security code |
92015 | 9201 |
Issue price/share price |
¥10,000 (*4) | ¥2,559.5 (*4) |
Dividend |
~ March 31, 2032 Fixed: 4.000％ per annum (*1) ~ April 1, 2032 Floating: Base rate +6.981％ (*1) |
¥96 (*5) |
Rights to vote in General Meeting of Shareholders |
None | Available |
Rights to convert into common shares |
None | ― |
Number of shares constituting one trading unit |
100 shares | 100 shares |
Notes
- Annual Dividend Rate
(i) If the record date falls in a fiscal year ending on or before March 31, 2032: 4.000％ per annum (*1)
(ii)If the record date falls in a fiscal year ending on or after April 1, 2032: The interest rate of One-Year Japanese government bonds (JGBs) (*2) as of two business days before the last day of the immediately preceding fiscal year, plus 6.981%
(*1) The amount of the Preferred Dividend to Series 1 Bond-Type Class Stock with a record date of March 31, 2027 will be 331.50 yen; provided, however, that if the Interim Preferred Dividend to Series 1 Bond-Type Class Stock with a record date of September 30, 2026 will be paid, the amount of the Interim Preferred Dividend (131.50 yen) will be deducted from such amount
(*2) For details, please refer to "Notice Regarding Issuance of Series 1 Bond-Type Class Stock and Reduction of Stated Capital and Additional Capital Reserves" issued on April 30, 2026 (■Features and general information: "Related releases") - On or after the date on which five years have passed from and including the Payment Date, the Company may acquire all or part of the Series 1 Bond-Type Class Stock as of the acquisition date separately determined by a resolution of the Board of Directors.
- We will determine whether to acquire (call for) shares of Series 1 Bond-Type Class Stock for cash, taking into consideration the business and financial conditions and market environment and other factors at that time.
- The issue price is stated for the Series 1 Bond-Type Class Stock, and the TSE closing price as of March 31, 2026 (2,559.5 yen) for common stock.
- Annual dividend per share of common stock for FY2025 (fiscal year ended March 31, 2026), comprising an interim dividend of 46 yen and a year-end dividend of 50 yen.
Disclaimer
This material has been prepared solely for the reference purpose and not for the purpose of soliciting investment or engaging in any other similar activities in Japan or any foreign country. This material does not constitute an offer of securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration thereunder or an applicable exemption from registration requirements. In this case, no offering of securities will be made in the United States.