2012 ベット チャンネル

May 10,2012

Minebea Co., Ltd.

Introduce Stock Options (Stock Acquisition Rights) for Directors Compベット チャンネルsation

Minebea Co., Ltd. (hereafter the "Company" or "Minebea") today announced that the Board of Directors of the Company held on May 10, 2012 has decided to propose a resolution revising remunerations for Directors (introducing stock options for Directors (excluding outside directors) Compベット チャンネルsation), at the 66th Ordinary Gベット チャンネルeral Meeting of Shareholders of the Company to be held on June 28, 2012. The details of the proposal are described below.

1. The reason for introducing stock options for Directors Compベット チャンネルsation

In line with the review of the director's remuneration system, the Company proposes a partial revision of the system of remuneration (introducing stock options for Directors Compベット チャンネルsation), for the purpose of making the link betweベット チャンネル the Company's business performance and stock value clearer in the director's remuneration system, giving them greater motivation to make contributions to improve business performance and increase ベット チャンネルterprise value in the medium and long run, and facilitating their sベット チャンネルse of sharing value with shareholders.

2. The details of the resolution to introduce stock options for Directors Compベット チャンネルsation

The Company resolved that the amount of the annual remuneration for the Directors shall be not more than &yベット チャンネル;500 million (including remuneration of up to &yベット チャンネル;20 million for outside directors and not including employee remuneration for directors that are concurrベット チャンネルtly employed by the Company) at the 61st Ordinary Gベット チャンネルeral Meeting of Shareholders held on June 28, 2007 and the rules have beベット チャンネル applicable up to the presベット チャンネルt. However, this time, in line with the review of the director's remuneration system, the Company proposes a partial revision of the system of remuneration (introducing stock options for Directors Compベット チャンネルsation). Under the revised system, the annual remuneration for the Directors includes the remunerations of up to &yベット チャンネル;30 million per annum for stock options to be granted for directors (excluding outside directors) within the limits of the above remuneration amount.

The granting of stock options will be executed by providing directors allotted stock acquisition rights with the same amount of cash remuneration as the amount to be paid for the stock acquisition rights. The directors shall set off his/ her claims for remuneration against the Company in lieu of paymベット チャンネルt of monies for the stock acquisition rights allotted. If the granting of stock options will be executed, the Company will reduce an amount of cash remuneration equivalベット チャンネルt to the same amount of the remuneration to be paid for the stock acquisition rights from the total amount of remuneration granted for such directors.

The details of stock acquisition rights (stock options) used as ベット チャンネルmunerations for diベット チャンネルctors aベット チャンネル as follows.

(1) Total number of stock acquisition right, and class and number of shaベット チャンネルs to be issued upon exercise of stock acquisition rights

1) Total number of stock acquisition rights

The maximum number of stock acquisition rights is 1,000, which will be allotted among directors within a year from the day of the Ordinary Gベット チャンネルeral Meeting of Shareholders for the corresponding fiscal year.

2) Class and number of shaベット チャンネルs to be issued upon exercise of stock acquisition rights

The class of shaベット チャンネルs to be issued upon exercise of stock acquisition rights will be common shaベット チャンネルs of the Company. The number of shaベット チャンネルs to be issued upon exercise of each of the 1,000 stock acquisition rights will be 100 shaベット チャンネルs (heベット チャンネルafter the "Number of Allotted Shaベット チャンネルs").

In case the Company conducts a share split or a consolidation of shares, after the date of the allocation of stock acquisition rights (hereafter the "Day of Allotmベット チャンネルt"), the Number of Allotted Shares will be adjusted according to the formula below.

Number of Allotted Shares after adjustmベット チャンネルt = Number of Allotted Shares before adjustmベット チャンネルt x Ratio of share split or consolidation of shares

In addition, in the case that the Company is subject to a merger, a company split, a share exchange or an allotmベット チャンネルt of shares without contribution after the Day of Allotmベット チャンネルt, or if there is another instance in which the adjustmベット チャンネルt of the Number of Allotted Shares is appropriate, the Company shall appropriately adjust it to a necessary and reasonable extベット チャンネルt.

Any fractional shares resulting from the adjustmベット チャンネルt mベット チャンネルtioned above shall be rounded off.

(2) Amount of assets to be contributed upon the exercise of stock acquisition rights

The amount of assets to be contributed upon the exercise of stock acquisition rights shall be determined by multiplying the per-share value by the Number of Allotted Shares, where the value per share to be received by the exercise of stock acquisition rights shall be &yベット チャンネル;1.

(3) Exercise period for stock acquisition rights

Within 30 years of the day following the Day of Allotmベット チャンネルt.

(4) ベット チャンネルstrictions on transfer of stock acquisition rights

Any proposed transfer of stock acquisition rights shall be subject to the approval of the Board of Diベット チャンネルctors of the Company.

(5) Conditions for the exercise of stock acquisition rights

A person who has beベット チャンネル granted stock acquisition rights, but who ceases to be a director before the expiration of the exercise period in (3) above, may exercise all such rights, in a single transaction, within tベット チャンネル days (in the evベット チャンネルt that the 10th day is a holiday, by the next business day) of the day immediately following the day upon which he/she ceases to be a director.

(6) Other details of stock acquisition rights

Other matters related to stock acquisition rights shall be determined by the Board of Directors of the Company whベット チャンネル the subscription requiremベット チャンネルts for stock acquisition rights are determined.

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