Reasons for the issuance of stock acquisition rights
The stock acquisition rights are issued with privileged conditions to employees of the Company as well as board members of its affiliates and their employees, etc., to further enhance the motivation and willingness of those who are performing important management functions of the group companies, and consequently, to help enhance the Company’s corporate value. The stock acquisition rights are granted free of charge since they are issued as stock options. The acquisition price for the shares upon execution of the stock acquisition rights will be based on the market price of the Company’s common stocks at the time of issuance of the stock acquisition rights.
2. Outline of the issuance of the stock acquisition rights
(1) Qualification as a beneficiary; The beneficiaries shall be the employees of the Company and the board members and employees of its affiliates, etc., who are performing important management functions of such affiliates, as determined by a resolution of the Board of Directors meeting.
(2) Type and number of stocks to be acquired; The upper limit of new common stock to be issued is 100,000 shares. Each stock acquisition right entails the right to acquire 1,000 shares (hereafter, the “Number of Stocks Granted”). In case the Company conducts a stock split (including allocation of bonus issue of the Company’s common stocks; hereafter the same shall apply to descriptions of stock splits) or a reverse stock split of the Company’s common stocks after the date when the resolution was passed at the General Meeting of Shareholders (hereafter, the “Date of the Resolution”), the number of stocks to be acquired by the stock acquisition rights is adjusted pursuant to the splitting or combining ratio. In addition to the above, should there be any inevitable reasons for an adjustment to the Number of Stocks Granted after the Date of the Resolution, the Company may adjust it to the reasonable extent possible.
(3) Maximum number of the stock acquisition rights to be issued; Maximum of 100 options
(4) Money to be paid in exchange for grant of a stock acquisition right; No money is required to be paid.
(5) Amount and calculation of assets to be contributed upon the exercise of the stock acquisition right; The amount to be contributed upon the exercise of each stock acquisition right shall be the amount arrived at by multiplying the subscription amount per share to be delivered upon the exercise of the stock acquisition right (hereafter, the “Exercise Price”) by the Number of Stocks Granted. The Exercise Price shall be the amount determined by multiplying by 1.05 (any fraction less than one yen shall be rounded up to the nearest yen) the weighted average of the closing price of the Company’s common stocks on the Tokyo Stock Exchange (including an indicative price; hereafter the “Closing Price”) for a period of 30 trading days (excluding trading days without closing prices) commencing from the 45th trading date prior to the day that follows the date when the stock acquisition rights are to be allotted (hereafter, the “Allotment Date”).
In case the Company conducts a stock split or a reverse stock split after the Allotment Date, the Exercise Price shall be adjusted pursuant to the splitting or combining ratio, and any fraction less than one yen arising from the adjustment shall be rounded up to the nearest yen, provided, however, that in the case where the amount determined as stated above is lower than the Closing Price of the Allotment Date, then the Exercise Price shall be the Closing Price of the Allotment Date.
In case the Company issues new common stock at less than market price or disposes of its treasury stocks, the Exercise Price shall be adjusted in accordance with the formula shown below, and any resulting fraction less than one yen shall be rounded up to the nearest yen. However, the adjustment to the Exercise Price shall not be made when the issuance of new stock or the disposal of treasury stock is made pursuant to the exercise of the stock acquisition right, the request to convert the 5th Unsecured Convertible Bonds into common stocks, or the request for a stock transfer based on Article 210 Paragraph 2 of the Commercial Code before the enforcement of the Law for Partial Revision of Commercial Code, etc.