Contents of Stock Acquisition Rights. (1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights The type of subject shares per SAR is common shares of the Company, and the number of subject shares of each SAR (the“Number of Granted Shares”) is 1 common share of the Company; If the Company carries out a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the allotment date of the SARs, the Number of Granted Shares is adjusted according to the following formula (a fraction of less than one share shall be rounded down and no monetary adjustment shall be made.): Number of Granted Shares after adjustment = Number of Granted Shares before adjustment * Ratio of Stock Split or Stock Consolidation In addition, after the allotment date of the SARs, if the Company carries out a merger or company split, reduction of Capital (excluding free capital reduction), or in the cases where adjustment of the Number of Granted Shares becomes necessary in a similar manner to these circumstances, the Company may adjust the Number of Granted Shares appropriately to a reasonable extent. The adjustment in this item is made only to the Number of Granted Shares for the SARs that have not been exercised at the time of the adjustment.
(2) Amount or Method for Calculation of Asset to be Contributed upon Exercise of Stock Acquisition Rights The asset to be contributed upon exercise of the SARs is cash, and the amount of the asset is the amount of cash payable per share to be delivered upon exercise of each SAR (the “Exercise Price”) multiplied by the Number of Granted Shares The initial Exercise Price is 241 yen. If the Company carries out a stock split or a stock consolidation after the allotment date of the SARs, the Exercise Price is adjusted according to the following formula, and a fraction less than 1 yen is rounded up. Exercise Price after adjustment = Exercise Price before adjustment * 1 / Ratio of stock split or stock consolidation If the Company issues new shares or disposes treasury shares with respect to common shares of the Company at an amount lower than the Exercise Price (except issuance of new shares and disposal of treasury shares pursuant to exercise of the SARs, delivery of common shares of the Company in exchange for acquisition of shares with call option or shares with put option issued by the Company, and transfer of treasury shares via share-to-share exchange) after ...
Contents of Stock Acquisition Rights. (1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights The type of subject shares of the SARS is common shares of the Company, and the number of subject shares of each SAR is 1 common share of the Company; Provided, however, the number of shares to be exercised per each Stock Acquisition Right may be adjusted in accordance with the following provisions.
a. In the event that the Company splits or consolidates its common shares, the number of shares to be acquired per Stock Acquisition Right that has not been exercised shall be adjusted in accordance with the following formula. Any fraction less than one hundredth of a share resulting from the adjustment shall be rounded down, and no monetary adjustment shall be made. “Split ratio” shall mean the number obtained by dividing the total number of issued common shares after the stock split by the total number of issued common shares before the stock split, and “consolidation ratio” shall mean the number obtained by dividing the total number of issued common shares after the stock consolidation by the total number of issued common shares before the stock consolidation. The same shall apply hereinafter. The number of shares after adjustment shall be applied, in the case of a stock split, on or after the day following the allotment record date of the stock split pursuant to Article 183, Paragraph 2, Item 1 of the Companies Act, and in the case of a stock consolidation, on or after the day following the effective date of the stock consolidation. Number of shares after adjustment = Number of shares before adjustment × Ratio of split or consolidation
