At the Board of Directors meeting held on August 23, 2017, based on the provisions of Articles 236, 238, and 240 of the Companies Act, the Company will issue stock acquisition rights as follows to the Company's employees. I would like to inform you that we have decided to do so.
Record
1. Reasons for issuing stock acquisition rights
Our company has a management policy of ``achieving significant growth,'' and has actively promoted hiring of employees and making our company a subsidiary through M&A. By granting stock acquisition rights to our employees, who have increased through the promotion of these growth strategies, we will further increase their motivation and morale to contribute to improving consolidated performance, and share the interests of stock price fluctuations with our shareholders. We will continue to.
2. Guidelines for issuance of stock acquisition rights
(1) Persons to whom stock acquisition rights will be allotted and number of stock acquisition rights to be allotted 1,270 units for 27 employees of our company Please note that the number of eligible persons listed above is the planned number at the time of publication of this notice and is subject to change. Furthermore, the above number of allotted stock acquisition rights indicates the upper limit of the number of stock acquisition rights to be issued, and may decrease depending on the number of applications, etc.
(2) Type and number of shares subject to stock acquisition rights The type of stock for which the Stock Acquisition Rights (referring to the Stock Acquisition Rights issued based on the Issuance Guidelines; the same shall apply hereinafter) shall be the Company's common stock, and the number thereof (hereinafter referred to as the "Number of Target Shares") shall be , 100 shares (The total number of shares subject to the Stock Acquisition Rights shall initially be 127,000 shares.) In addition, if the Company conducts a stock split or stock consolidation after the date of allotment of stock acquisition rights, the number of applicable shares shall be adjusted using the following formula. However, such adjustment shall only be made for the number of eligible shares of the Stock Acquisition Rights that have not been exercised at the time. If the adjustment results in a fraction less than one share, it shall be rounded down.
In addition, if the Company issues shares or disposes of treasury stock at a price lower than the market value (excluding public capital increases conducted as market price issues and issuance of shares upon exercise of stock acquisition rights), the Company may In the event of an exchange or stock transfer (hereinafter collectively referred to as a "merger, etc."), a gratis allotment of shares, or other cases in which it is appropriate to adjust the number of eligible shares, the Company will do so within a reasonable range. The number of eligible shares may be adjusted.
(3) Total number of stock acquisition rights to be issued 1,270 pieces However, if the scheduled allottee described in (1) above loses his/her status as an employee of the Company on the date of allotment of stock acquisition rights, or if the total number of applications for the scheduled number of share acquisition rights does not reach the total number stated above, The total number of Stock Acquisition Rights to be issued shall be the total number of applications.
(4) Amount to be paid in exchange for stock acquisition rights No payment of money shall be required. Please note that the fact that stock acquisition rights are granted as incentive compensation and does not require payment of money does not constitute advantageous issuance.
(5) Value of assets to be contributed upon exercise of stock acquisition rights The purpose of the contribution made upon the exercise of the Stock Acquisition Rights is cash, and the amount invested per Stock Acquisition Right upon the exercise of the Stock Acquisition Rights shall be the price per share determined by the following (hereinafter referred to as "Exercise Rights"). The amount calculated by multiplying the number of eligible shares by the number of shares. The exercise price shall be the average closing price of the Company's common stock on Tokyo Stock Exchange on each day of the month preceding the month in which the stock acquisition rights are allotted (excluding days on which no transactions are concluded), and shall be less than 1 yen. Round up the fraction. However, if the amount is lower than the closing price of ordinary trading of the Company's common stock on Tokyo Stock Exchange on the day of allotment of the Stock Acquisition Rights (if there is no trading on that day, the closing price of the immediately preceding day), the latter price shall apply. . If the Company's shares are split or reversed after the date of allotment of the Stock Acquisition Rights, the exercise price will be adjusted using the following formula, and any fractions less than 1 yen resulting from the adjustment will be rounded up.
In addition, if the Company issues shares or disposes of treasury stock at a price lower than the market price after the date of allotment of the Stock Acquisition Rights (excluding public capital increase conducted as market price issue and issuance of shares due to exercise of Stock Acquisition Rights), , the exercise price will be adjusted using the following formula, and any fractions less than 1 yen resulting from the adjustment will be rounded up. In addition, the "number of issued shares" is the number obtained by subtracting the number of treasury shares held by the company from the total number of issued shares of the company, and in the case of disposal of treasury shares, the "number of newly issued shares" in the following formula. shall be read as "Number of treasury shares disposed of," and "Number of increased shares due to new issuance" shall be read as "Number of shares disposed of."
In addition, if the Company conducts a merger, etc. after the allotment date of the Stock Acquisition Rights, if the Company conducts a gratis allotment of shares, or in other cases where it is appropriate to adjust the exercise price, the Company shall exercise the Stock Acquisition Rights within a reasonable range. Prices may be adjusted.
(6) Allotment date of stock acquisition rights September 7, 2017
(7) Matters regarding stock acquisition rights certificates related to stock acquisition rights The Company will not issue stock acquisition rights certificates related to the stock acquisition rights.
(8) Matters regarding increased capital and capital reserves when issuing shares upon exercise of stock acquisition rights The amount of increase in capital when issuing shares due to the exercise of stock acquisition rights shall be one-half of the maximum increase in capital, etc. calculated in accordance with Article 17, Paragraph 1 of the Corporate Accounting Regulations. If this results in a fraction less than 1 yen, round it up. The remaining amount shall be included in capital reserves.
(9) Period during which stock acquisition rights can be exercised The period during which the Stock Acquisition Rights can be exercised (hereinafter referred to as the "Exercise Period") is from September 1, 2019 to August 31, 2023.
(10) Conditions for exercising stock acquisition rights
①The number of Stock Acquisition Rights that can be exercised by holders of Stock Acquisition Rights whose total number of shares originally allotted is 10,000 shares or more at the times listed in A to D below shall be as per the relevant regulations. The number shall be limited to the number specified in . However, if there is a fraction less than one in the number of exercisable Stock Acquisition Rights, this number shall be rounded down.
A. From September 1, 2019 to August 31, 2020, up to 25% of the number of allotted Stock Acquisition Rights.
B. From September 1, 2020 to August 31, 2021, up to 50% of the number of allotted Stock Acquisition Rights, including the Stock Acquisition Rights exercised during the period listed in A above.
C. From September 1, 2021 to August 31, 2022, up to 75% of the number of allotted Stock Acquisition Rights, including the Stock Acquisition Rights exercised during the periods listed in A and B above.
D. From September 1, 2022 to August 31, 2023, up to 100% of the number of allotted Stock Acquisition Rights, including the Stock Acquisition Rights exercised during the periods listed in A, B, and C above.
②The number of Stock Acquisition Rights that can be exercised by a Stock Acquisition Rights Holder whose total number of shares initially allotted is 5,000 or more and less than 10,000 shares at the times listed in A and B below: , shall be limited to the number specified in said regulations. However, if there is a fraction less than one in the number of exercisable Stock Acquisition Rights, this number shall be rounded down.
A. From September 1, 2019 to August 31, 2020, up to 50% of the number of Stock Acquisition Rights allotted.
B. From September 1, 2020 to August 31, 2023, up to 100% of the number of allotted Stock Acquisition Rights, including the Stock Acquisition Rights exercised during the period listed in A above.
③If the holder of the Stock Acquisition Rights loses his/her status as a director, employee, or equivalent position of the Company or its subsidiary (hereinafter collectively referred to as "Eligibility to Exercise Rights") at the time of exercising the Rights, Unexercised Stock Acquisition Rights shall no longer be exercised.
④Notwithstanding the provisions of ③ above, in the event that the holder of Stock Acquisition Rights loses the right to exercise his/her rights due to retirement due to circumstances of the Company or a subsidiary of the Company, the Company shall, in consideration of various circumstances, holder of Stock Acquisition Rights. If the exercise of Stock Acquisition Rights is approved in writing by The Stock Acquisition Rights that could have been exercised had they not lost their right to exercise may only be exercised.
⑤Notwithstanding the provisions of ③ and ④ above, if the Stock Acquisition Rights Holder loses the eligibility to exercise his/her rights (excluding cases due to the death of the Stock Acquisition Rights Holder), the Company will , if the exercise of the Stock Acquisition Rights by the Stock Acquisition Rights Holder is approved in writing, the Stock Acquisition Rights Holder shall exercise the Stock Acquisition Rights that he or she would have been able to exercise had he or she not lost the right to exercise the Stock Acquisition Rights. can do.
⑥Notwithstanding the provisions of ③ above, if the Holder of Stock Acquisition Rights dies, the heir of the Holder of Stock Acquisition Rights shall be entitled to the date on which one year has elapsed from the date of death of the Holder of Stock Acquisition Rights and the expiration date of the exercise period. The Stock Acquisition Rights that would have been exercised had the Stock Acquisition Rights Holder been alive may be exercised only until whichever comes first.
⑦Notwithstanding the provisions of ③ and ⑥ above, if the holder of the Stock Acquisition Rights dies and an heir is determined within 10 months after death, the Company will take into account the circumstances surrounding the transfer of the Stock Acquisition Rights to the relevant Stock Acquisition Rights. If the exercise of Stock Acquisition Rights by the heir of the Stock Acquisition Rights Holder is approved in writing, the heir of the Stock Acquisition Rights Holder will be able to exercise the Stock Acquisition Rights that would have been possible had the Stock Acquisition Rights Holder been alive. Stock acquisition rights can be exercised.
⑧Except for the cases stipulated in ⑥ and ⑦ above, succession of stock acquisition rights through inheritance will not be permitted. Furthermore, in the event that the heir of the Stock Acquisition Rights Holder dies, reinheritance of the Stock Acquisition Rights will not be permitted.
⑨The Holder of Stock Acquisition Rights shall, by exercising the Stock Acquisition Rights, cause the total number of issued shares of the Company to exceed the total number of authorized shares of the Company at that time, or If the total number of class shares exceeds the total number of class shares that are issuable for the Company's common stock at that time, the Stock Acquisition Rights may not be exercised.
⑩ Holders of Stock Acquisition Rights may not exercise less than one Stock Acquisition Right.
⑪Other conditions for exercising rights shall be as specified in the stock acquisition rights allotment agreement concluded between the Company and the person to whom the stock acquisition rights are allotted.
(11) Matters regarding acquisition of stock acquisition rights
① Proposals for approval of a merger agreement in which the Company becomes an extinguished company, proposals for approval of an absorption-type company split agreement or incorporation-type company split plan in which the Company becomes a splitting company, or approval of a stock exchange agreement or stock transfer plan in which the Company becomes a wholly owned subsidiary. When the proposal is approved at the Company's general meeting of shareholders (if approval by the Company's general meeting of shareholders is not required, when the Company's Board of Directors has passed a resolution), the Company shall issue the Stock Acquisition Rights on a date separately determined by the Company's Board of Directors. can be obtained free of charge.
② If the holder of the Stock Acquisition Rights is unable to exercise all or part of the Stock Acquisition Rights pursuant to the provisions of (10), the Company shall grant the Stock Acquisition Rights free of charge on a date separately determined by the Board of Directors of the Company. It can be obtained with.
③If the Company's general meeting of shareholders approves the Company's acquisition of all class shares with all acquisition provisions pursuant to Article 171, Paragraph 1 of the Companies Act, the Company shall, on the arrival of the date separately determined by the Company's Board of Directors, The Stock Acquisition Rights can be acquired free of charge.
④ A consolidation of shares with respect to the class of shares that is the object of the Stock Acquisition Rights (limited to those in which a fraction less than 1 occurs in the number obtained by multiplying the number of shares per share unit by the share consolidation ratio) If approved at the Company's general meeting of shareholders, the Company may acquire the Stock Acquisition Rights free of charge on the arrival of the date separately determined by the Company's Board of Directors.
⑤ If the special controlling shareholder's demand for the sale of shares is approved by the Company's board of directors, the Company may acquire the Stock Acquisition Rights free of charge on the arrival of the date separately determined by the Company's Board of Directors.
(12) Restrictions on acquisition of stock acquisition rights through transfer Transfer of the Stock Acquisition Rights requires approval by resolution of the Company's Board of Directors.
(13) Handling of stock acquisition rights in the event of organizational restructuring In the event that the Company conducts a merger (limited to cases in which the Company ceases to exist as a result of the merger), absorption-type company split, incorporation-type company split, stock exchange, or stock transfer (hereinafter collectively referred to as "organizational restructuring actions"), the organization On the effective date of the Restructuring Act, the Stock Acquisition Rights Holders will, in each case, be registered as a stock company listed in Article 236, Paragraph 1, Item 8, A to E of the Companies Act (hereinafter referred to as the "Reorganized Company"). Stock acquisition rights will be delivered based on the following conditions. However, this is limited to cases where the absorption-type merger agreement, incorporation-type merger agreement, absorption-type split agreement, incorporation-type split plan, stock exchange agreement, or stock transfer plan stipulates that the stock acquisition rights of the reorganized company will be delivered in accordance with the following conditions: shall be taken as a thing.
① Number of stock acquisition rights of the reorganized company to be delivered The same number of stock acquisition rights as the remaining stock acquisition rights held by the Stock Acquisition Rights Holders will be delivered.
②Type of stock of the reorganized company that is the purpose of stock acquisition rights Common stock of the reorganized company.
③Number of shares of the reorganized company that are the object of stock acquisition rights The decision will be made in accordance with (2) above, taking into consideration the conditions of the reorganization action.
④Value of assets to be invested upon exercise of stock acquisition rights The decision will be made in accordance with (5) above, taking into account the conditions of the reorganization act.
⑤Period during which stock acquisition rights can be exercised The term shall be from the later of the first day of the exercise period specified in (9) above or the effective date of the reorganization act until the expiration date of the exercise period specified in (9) above.
⑥ Matters regarding increased capital and capital reserves when issuing shares upon exercise of stock acquisition rights The decision will be made in accordance with (8) above.
⑦Restrictions on acquisition of stock acquisition rights through transfer Restrictions on acquisition by transfer shall require the approval of the reorganized company.
⑧Other conditions for exercising stock acquisition rights The decision will be made in accordance with the conditions set forth in (10) above.
⑨Matters regarding acquisition of stock acquisition rights The decision will be made in accordance with (11) above.
⑩Other conditions will be determined in accordance with the conditions of the reorganized company.
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