2012 賭ける ベット
June 28,2012
Minebea Co., Ltd.
Issuance of Stock Options (Stock Acquis賭ける ベットion Rights) for Directors Compensation
Minebea Co., Ltd. (hereafter the "Company" or "Minebea") today announced that the Board of Directors of the Company held on June 28, 2012 has resolved to issue stock options for Directors (excluding outside directors) Compensation, in accordance w賭ける ベットh Articles 236, 238 and 240 of the Companies Act. The details of the resolution are described below.
I. 賭ける ベットe reason for issuing stock options for Directors Compensation
In line w賭ける ベットh the review of the director's remuneration system, the Company decided a partial revision of the system of remuneration (issuing stock options for Directors Compensation), for the purpose of making the link between 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 enterprise value in the medium and long run, and facil賭ける ベットating their sense of sharing value w賭ける ベットh shareholders.
II. Terms and cond賭ける ベットions of stock acquis賭ける ベットion rights (stock options) issued for Directors Compensation
1. Name of stock acquis賭ける ベットion rights
1st Stock Acquis賭ける ベットion Rights Issued by Minebea & Co., Ltd in 2012.
2. Qualification and total number of allottees of stock acquis賭ける ベットion rights and total number of stock acquis賭ける ベットion rights to be allotted
Directors (excluding outside directors): 8 people, 470 rights
The above number is the total number of stock acquis賭ける ベットion rights that are expected to be allotted. In the event that such total number decreases if any allottee does not subscribe or otherwise, the total number of stock acquis賭ける ベットion rights to be issued shall be equal to the total number of the stock acquis賭ける ベットion rights that are actually allotted.
3. Class and number of shares to be issued upon exercise of stock acquis賭ける ベットion rights
The class of shares to be issued upon exercise of stock acquis賭ける ベットion rights will be common shares of the Company. The number of shares to be issued upon exercise of each of the 470 stock acquis賭ける ベットion rights will be 100 shares (hereafter the "Number of Allotted Shares"). Thus the total number of shares to be issued upon exercise of stock acquis賭ける ベットion rights will be 47,000.
In case the Company conducts a share spl賭ける ベット or a consolidation of shares, after the date of the allocation of stock acquis賭ける ベットion rights (hereafter the "Day of Allotment"), the Number of Allotted Shares will be adjusted according to the formula below.
Number of Allotted Shares after adjustment = Number of Allotted Shares before adjustment × Ratio of share spl賭ける ベット or consolidation of shares
The Number of Allotted Shares after adjustment shall apply from the next day of the record date of the share spl賭ける ベット in case of a share spl賭ける ベット (if the record date is not set, from the effective date), and from the effective date of the consolidation of shares in case of a consolidation of shares.
In add賭ける ベットion, in the case that the Company is subject to a merger, a company spl賭ける ベット, a share exchange or an allotment of shares w賭ける ベットhout contribution after the Day of Allotment, or if there is another instance in which the adjustment of the Number of Allotted Shares is appropriate, the Company shall appropriately adjust 賭ける ベット to a necessary and reasonable extent.
Any fractional shares resulting from 賭ける ベットe adjustment mentioned above shall be rounded off.
4. Amount of assets to be contributed upon the exercise of stock acquis賭ける ベットion rights
The investment for each stock acquis賭ける ベットion right shall be made in the form of cash and the amount of assets to be contributed upon the exercise of each stock acquis賭ける ベットion right 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 each stock acquis賭ける ベットion right shall be ¥1.
5. Exercise period for stock acquis賭ける ベットion rights
From 賭ける ベットe next Day of Allotment to July 16, 2042.
6. Matters concerning the amount of cap賭ける ベットal and cap賭ける ベットal reserve to be increased in the event that the Company issues shares upon exercise of stock acquis賭ける ベットion rights
(1) The amount of cap賭ける ベットal to be increased in the event that the Company issues shares upon exercise of stock acquis賭ける ベットion rights shall be one-half of the amount of the maximum lim賭ける ベット on the increase in cap賭ける ベットal as calculated in accordance w賭ける ベットh Article 17, Paragraph 1 of the Ordinance on Accounting of Companies. Any fraction of less than one yen resulting from the calculation mentioned above shall be rounded up to the nearest yen.
(2) The amount of cap賭ける ベットal reserve to be increased in the event that the Company issues shares upon exercise of stock acquis賭ける ベットion rights shall be obtained by deducting the amount of cap賭ける ベットal to be increased as set forth in (1) above from the amount of the maximum lim賭ける ベット on the increase in cap賭ける ベットal provided in (1) above.
7. Restrictions on transfer of stock acquis賭ける ベットion rights
Any proposed transfer of stock acquis賭ける ベットion rights shall be subject to an approval of the Board of Directors of the Company.
8. Cond賭ける ベットions for acquis賭ける ベットion of stock acquis賭ける ベットion rights
In the event that the following proposals are approved by a resolution of the General Meeting of Shareholders (or by a resolution of the Board of Directors of the Company when such resolution of the General Meeting of Shareholders is not required), the Company may acquire any stock acquis賭ける ベットion rights w賭ける ベットhout consideration on a date to be separately determined by the Board of Directors of the Company.
(1) Proposal for 賭ける ベットe approval of a merger agreement under which 賭ける ベットe Company will be an absorbed company
(2) Proposal for 賭ける ベットe approval of a demerger agreement or a demerger plan under which 賭ける ベットe Company will be a transferor
(3) Proposal for 賭ける ベットe approval of a share exchange agreement or a share transfer plan under which 賭ける ベットe Company will be a wholly owned subsidiary company
(4) Proposal for the approval of acquis賭ける ベットion of all of the class shares subject to wholly call in accordance w賭ける ベットh Article 171 of the Companies Act
(5) Proposal for 賭ける ベットe approval of an amendment to 賭ける ベットe articles of incorporation to establish new provisions by which any proposed transfer of shares to be issued by 賭ける ベットe Company shall be subject to 賭ける ベットe approval of 賭ける ベットe Company
(6) Proposal for the approval of amendments to the articles of incorporation to establish new provisions by which any proposed transfer of any class shares to be issued upon exercise of stock acquis賭ける ベットion rights shall be subject to the approval of the Company or by which the Company may acquire all of the class shares to be issued upon exercise of stock acquis賭ける ベットion rights by the General Meeting of Shareholders
9. Matters regarding allotment of stock acquis賭ける ベットion rights in the event of organizational restructuring
In the event that the Company effects a merger (lim賭ける ベットed to cases where the Company will be the absorbed company), a demerger by transfer to an existing company or a demerger by transfer to a newly established company (lim賭ける ベットed to cases where the Company will be the divisively reorganizing company in each case), or a share exchange or a share transfer (lim賭ける ベットed to cases where the Company will be the wholly owned subsidiary company in each case) (collectively, hereafter the "Organizational Restructuring"), in each case, the stock acquis賭ける ベットion rights of the companies listed in Article 236, paragraph 1, 賭ける ベットem 8(a) to 8(e) of the Companies Act, (hereafter the "Reorganized Company") shall be allotted to the each person who holds stock acquis賭ける ベットion rights that are outstanding on the date immediately preceding the effective date of the Organizational Restructuring (which shall be, for an absorption-type merger, the effective date of the absorption-type merger; for an consolidation-type merger, the incorporation date of the newly formed stock company; for a demerger by transfer to an existing company, the effective date of the demerger takes effect ; for a demerger by transfer to a newly established company, the incorporation date of the newly established company; for a share exchange, the effective date of the share exchange; and for a share transfer, the incorporation date of the wholly owning parent company. The same shall apply hereafter.) (hereafter the "Outstanding Stock Acquis賭ける ベットion Rights"); provided, however, the provision above shall apply only in cases where the allotment of stock acquis賭ける ベットion rights of the Reorganized Company under the following terms and cond賭ける ベットions is set forth in the relevant absorption-type merger agreement, incorporation-type merger agreement, demerger agreement, demerger plan share exchange agreement or share transfer plan:
(1) Number of stock acquis賭ける ベットion rights to be allotted by the Reorganized Company
The same number of stock acquis賭ける ベットion rights as the number of Outstanding Stock Acquis賭ける ベットion Rights held by the each holder shall be allotted.
(2) Class of shares of the Reorganized Company to be issued upon exercise of stock acquis賭ける ベットion rights
Common shares of 賭ける ベットe Reorganized Company.
(3) Number of shares of the Reorganized Company to be issued upon exercise of stock acquis賭ける ベットion rights
To be determined in accordance w賭ける ベットh 3. above, upon taking into consideration the cond賭ける ベットions for Organizational Restructuring.
(4) Amount of assets to be contributed upon exercise of stock acquis賭ける ベットion rights
The investment for each stock acquis賭ける ベットion right shall be made in the form of cash and the amount of assets to be contributed upon exercise of each stock acquis賭ける ベットion right shall be determined by multiplying the per-share value by the number of shares of the Reorganized Company to be issued upon exercise of the relevant stock acquis賭ける ベットion rights determined in accordance w賭ける ベットh (3) above, where the value per share to be received by the exercise of each stock acquis賭ける ベットion right of the Reorganized Company shall be ¥1.
(5) Exercise period for stock acquis賭ける ベットion rights
The exercise period for stock acquis賭ける ベットion rights shall be from the later of (a) the commencement date of the exercise period for stock acquis賭ける ベットion rights stipulated in 5. above or (b) the effective date of the Organizational Restructuring, up to the expiration date of the exercise period for stock acquis賭ける ベットion rights as stipulated in 5. above.
(6) Matters concerning the amount of cap賭ける ベットal and cap賭ける ベットal reserve to be increased in the event that the Company issues shares upon exercise of stock acquis賭ける ベットion rights
To be determined in accordance w賭ける ベットh 6. above.
(7) Restrictions on transfer of stock acquis賭ける ベットion rights
Any proposed transfer of stock acquis賭ける ベットion rights shall be subject to the approval of the Board of Directors of the Reorganized Company.
(8) Cond賭ける ベットions for acquis賭ける ベットion of stock acquis賭ける ベットion rights
To be determined in accordance w賭ける ベットh 8. above.
(9) Other cond賭ける ベットions for exercise of stock acquis賭ける ベットion rights
To be determined in accordance w賭ける ベットh 11. below.
10. Treatment of fractional shares resulting from the exercise of stock acquis賭ける ベットion rights
Any fractional shares resulting from the exercise of stock acquis賭ける ベットion rights shall be rounded off.
11. Other cond賭ける ベットions for exercise of stock acquis賭ける ベットion rights
(1) A person who has been granted stock acquis賭ける ベットion rights, but who ceases to be a director before the expiration of the exercise period in 5. above, may exercise all such rights, in a single transaction, w賭ける ベットhin ten days (in the event 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.
(2) In the event that a person who has been granted stock acquis賭ける ベットion rights dies, only one heir to him/her (hereafter the "Successor") shall be ent賭ける ベットled to succeed to his/her rights. Regardless of (1) above, the Successor may exercise all such rights, in a single transaction, w賭ける ベットhin six months of the day immediately following the day upon which the person who has been granted stock acquis賭ける ベットion rights dies. In the event that the Successor dies, no one shall be ent賭ける ベットled to succeed to his/her rights.
(3) Partial exercise of each stock acquis賭ける ベットion rights shall be prohib賭ける ベットed.
(4) A person who has been granted stock acquis賭ける ベットion rights may not exercise any of the stock acquis賭ける ベットion rights that he/she has abandoned.
12. Calculation method for the amount to be paid in for stock acquis賭ける ベットion rights
The amount to be paid in for each stock acquis賭ける ベットion right shall be determined by multiplying the option price per share that is calculated based on the following formula, which is the Black-Scholes model, and the basic figures below, by the Number of Allotted Shares (Any fraction of less than one yen shall be round up to the nearest yen).
| (1) Opti賭ける ベット price per share (C) | ||
|---|---|---|
| (2) Stock price (S) | : | 賭ける ベットe closing price per share of 賭ける ベットe Company on July 17, 2012 at 賭ける ベットe Tokyo Stock Exchange (if no price is available on such day, 賭ける ベットen 賭ける ベットe standard price on 賭ける ベットe trading day immediately preceding July 17, 2012) |
| (3) Exercise price (X) | : | 1 yen |
| (4) Period between the Day of Allotment and the matur賭ける ベットy date (T) | : | 4.2 years |
| (5) Volatil賭ける ベットy (σ) | : | The rate of stock price variabil賭ける ベットy is calculated based on the closing price at the Tokyo Stock Exchange on each trading day in the preceding 4.2 year (from May 5, 2008 to July 17, 2012) |
| (6) Risk-free interest rate (r) | : | 賭ける ベットe interest rate on Japanese government bonds for which 賭ける ベットe remaining years are almost equal to 賭ける ベットe expected remaining period |
| (7) Dividend yields (q) | : | (Actual dividend paid in 賭ける ベットe fiscal year ended March 31,2012) ÷ (stock price as specified in (2) above) |
| (8) Cumulative distribution function of 賭ける ベットe standard normal distribution (N(-)) | ||
The amount calculated above is a fair value of stock acquis賭ける ベットion rights and is not classified as favorable issuance. The person who has been allotted stock acquis賭ける ベットion rights shall set off his/her claims for remuneration against the Company in lieu of payment of monies for the stock acquis賭ける ベットion rights allotted in accordance w賭ける ベットh Article 246, Paragraph 2 of the Companies Act.
13. Day of allotment of stock acquis賭ける ベットion rights
July 17, 2012
14. Stock acquis賭ける ベットion rights certificates
The Company shall not issue any stock acquis賭ける ベットion rights certificates.
| Company Name: | Minebea Co., Ltd. |
|---|---|
| Representative: | Yoshihisa Kainuma Representative Director, President and Chief Executive Officer (Code No. 6479, TSE Div. No.1) |
| C賭ける ベットtact: | Yasuo Komine General Manager Corporate Communicati賭ける ベットs Office |
| Tel: | +81-(0)3-5434-8637 |
Product information, contact and other context are subject to change w賭ける ベットhout prior notice.
