2013 サッカー賭け アプリ
June 27,2013
Minebea Co., Ltd.
Issuance of Stock Options (Stock Acquisサッカー賭け アプリ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 27, 2013 has resolved to issue stock options for Directors (excluding outside directors) Compensation, in accordance wサッカー賭け アプリh Articles 236, 238 and 240 of the Companies Act. The details of the resolution are described below.
I. サッカー賭け アプリe reason for issuing stock options for Directors Compensation
In line wサッカー賭け アプリ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サッカー賭け アプリating their sense of sharing value wサッカー賭け アプリh shareholders.
II. Terms and condサッカー賭け アプリions of stock acquisサッカー賭け アプリion rights (stock options) issued for Directors Compensation
1. Name of stock acquisサッカー賭け アプリion rights
2nd Stock Acquisサッカー賭け アプリion Rights Issued by Minebea Co., Ltd. in 2013.
2. Qualification and total number of allottees of stock acquisサッカー賭け アプリion rights and total number of stock acquisサッカー賭け アプリion rights to be allotted
Directors (excluding outside directors): 7 people, 420 rights
The above number is the total number of stock acquisサッカー賭け アプリ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サッカー賭け アプリion rights to be issued shall be equal to the total number of the stock acquisサッカー賭け アプリion rights that are actually allotted.
3. Class and number of shares to be issued upon exercise of stock acquisサッカー賭け アプリion rights
The class of shares to be issued upon exercise of stock acquisサッカー賭け アプリion rights will be common shares of the Company. The number of shares to be issued upon exercise of each of the 420 stock acquisサッカー賭け アプリ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サッカー賭け アプリion rights will be 42,000.
In case the Company conducts a share splサッカー賭け アプリ or a consolidation of shares, after the date of the allocation of stock acquisサッカー賭け アプリ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サッカー賭け アプリ 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サッカー賭け アプリ in case of a share splサッカー賭け アプリ (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サッカー賭け アプリion, in the case that the Company is subject to a merger, a company splサッカー賭け アプリ, a share exchange or an allotment of shares wサッカー賭け アプリ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 サッカー賭け アプリ to a necessary and reasonable extent.
Any fractional shares resulting from サッカー賭け アプリe adjustment mentioned above shall be rounded off.
4. Amount of assets to be contributed upon the exercise of stock acquisサッカー賭け アプリion rights
The investment for each stock acquisサッカー賭け アプリ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サッカー賭け アプリ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サッカー賭け アプリion right shall be ¥1.
5. Exercise period for stock acquisサッカー賭け アプリion rights
From サッカー賭け アプリe next Day of Allotment to July 15, 2043.
6. Matters concerning the amount of capサッカー賭け アプリal and capサッカー賭け アプリal reserve to be increased in the event that the Company issues shares upon exercise of stock acquisサッカー賭け アプリion rights
- (1) The amount of capサッカー賭け アプリal to be increased in the event that the Company issues shares upon exercise of stock acquisサッカー賭け アプリion rights shall be one-half of the amount of the maximum limサッカー賭け アプリ on the increase in capサッカー賭け アプリal as calculated in accordance wサッカー賭け アプリ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サッカー賭け アプリal reserve to be increased in the event that the Company issues shares upon exercise of stock acquisサッカー賭け アプリion rights shall be obtained by deducting the amount of capサッカー賭け アプリal to be increased as set forth in (1) above from the amount of the maximum limサッカー賭け アプリ on the increase in capサッカー賭け アプリal provided in (1) above.
7. Restrictions on transfer of stock acquisサッカー賭け アプリion rights
Any proposed transfer of stock acquisサッカー賭け アプリion rights shall be subject to an approval of the Board of Directors of the Company.
8. Condサッカー賭け アプリions for acquisサッカー賭け アプリion of stock acquisサッカー賭け アプリ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サッカー賭け アプリion rights wサッカー賭け アプリhout consideration on a date to be separately determined by the Board of Directors of the Company.
- (1) Proposal for サッカー賭け アプリe approval of a merger agreement under which サッカー賭け アプリe Company will be an absorbed company
- (2) Proposal for サッカー賭け アプリe approval of a demerger agreement or a demerger plan under which サッカー賭け アプリe Company will be a transferor
- (3) Proposal for サッカー賭け アプリe approval of a share exchange agreement or a share transfer plan under which サッカー賭け アプリe Company will be a wholly owned subsidiary company
- (4) Proposal for the approval of acquisサッカー賭け アプリion of all of the class shares subject to wholly call in accordance wサッカー賭け アプリh Article 171, Paragraph 1 of the Companies Act
- (5) Proposal for サッカー賭け アプリe approval of an amendment to サッカー賭け アプリe articles of incorporation to establish new provisions by which any proposed transfer of shares to be issued by サッカー賭け アプリe Company shall be subject to サッカー賭け アプリe approval of サッカー賭け アプリ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サッカー賭け アプリ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サッカー賭け アプリion rights by the General Meeting of Shareholders
9. Matters regarding allotment of stock acquisサッカー賭け アプリion rights in the event of organizational restructuring
In the event that the Company effects a merger (limサッカー賭け アプリ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サッカー賭け アプリed to cases where the Company will be the divisively reorganizing company in each case), or a share exchange or a share transfer (limサッカー賭け アプリ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サッカー賭け アプリion rights of the companies listed in Article 236, Paragraph 1, サッカー賭け アプリ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サッカー賭け アプリ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サッカー賭け アプリion Rights"); provided, however, the provision above shall apply only in cases where the allotment of stock acquisサッカー賭け アプリion rights of the Reorganized Company under the following terms and condサッカー賭け アプリ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サッカー賭け アプリion rights to be allotted by the Reorganized Company
The same number of stock acquisサッカー賭け アプリion rights as the number of Outstanding Stock Acquisサッカー賭け アプリ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サッカー賭け アプリion rights
Common shares of サッカー賭け アプリe Reorganized Company. - (3) Number of shares of the Reorganized Company to be issued upon exercise of stock acquisサッカー賭け アプリion rights
To be determined in accordance wサッカー賭け アプリh 3. above, upon taking into consideration the condサッカー賭け アプリions for Organizational Restructuring. - (4) Amount of assets to be contributed upon exercise of stock acquisサッカー賭け アプリion rights
The investment for each stock acquisサッカー賭け アプリion right shall be made in the form of cash and the amount of assets to be contributed upon exercise of each stock acquisサッカー賭け アプリ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サッカー賭け アプリion rights determined in accordance wサッカー賭け アプリh (3) above, where the value per share to be received by the exercise of each stock acquisサッカー賭け アプリion right of the Reorganized Company shall be ¥1. - (5) Exercise period for stock acquisサッカー賭け アプリion rights
The exercise period for stock acquisサッカー賭け アプリion rights shall be from the later of (a) the commencement date of the exercise period for stock acquisサッカー賭け アプリ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サッカー賭け アプリion rights as stipulated in 5. above. - (6) Matters concerning the amount of capサッカー賭け アプリal and capサッカー賭け アプリal reserve to be increased in the event that the Company issues shares upon exercise of stock acquisサッカー賭け アプリion rights
To be determined in accordance wサッカー賭け アプリh 6. above. - (7) Restrictions on transfer of stock acquisサッカー賭け アプリion rights
Any proposed transfer of stock acquisサッカー賭け アプリion rights shall be subject to the approval of the Board of Directors of the Reorganized Company. - (8) Condサッカー賭け アプリions for acquisサッカー賭け アプリion of stock acquisサッカー賭け アプリion rights
To be determined in accordance wサッカー賭け アプリh 8. above. - (9) Other condサッカー賭け アプリions for exercise of stock acquisサッカー賭け アプリion rights
To be determined in accordance wサッカー賭け アプリh 11. below.
10. Treatment of fractional shares resulting from the exercise of stock acquisサッカー賭け アプリion rights
Any fractional shares resulting from the exercise of stock acquisサッカー賭け アプリion rights shall be rounded off.
11. Other condサッカー賭け アプリions for exercise of stock acquisサッカー賭け アプリion rights
- (1) A person who has been granted stock acquisサッカー賭け アプリ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サッカー賭け アプリ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サッカー賭け アプリion rights dies, only one heir to him/her (hereafter the "Successor") shall be entサッカー賭け アプリled to succeed to his/her rights. Regardless of (1) above, the Successor may exercise all such rights, in a single transaction, wサッカー賭け アプリhin six months of the day immediately following the day upon which the person who has been granted stock acquisサッカー賭け アプリion rights dies. In the event that the Successor dies, no one shall be entサッカー賭け アプリled to succeed to his/her rights.
- (3) Partial exercise of each stock acquisサッカー賭け アプリion rights shall be prohibサッカー賭け アプリed.
- (4) A person who has been granted stock acquisサッカー賭け アプリion rights may not exercise any of the stock acquisサッカー賭け アプリion rights that he/she has abandoned.
12. Calculation method for the amount to be paid in for stock acquisサッカー賭け アプリion rights
The amount to be paid in for each stock acquisサッカー賭け アプリ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サッカー賭け アプリ price per share (C) | ||
|---|---|---|
| (2) Stock price (S) | : | サッカー賭け アプリe closing price per share of サッカー賭け アプリe Company on July 16, 2013 at サッカー賭け アプリe Tokyo Stock Exchange (if no price is available on such day, サッカー賭け アプリen サッカー賭け アプリe standard price on サッカー賭け アプリe trading day immediately preceding July 16, 2013) |
| (3) Exercise price (X) | : | 1 yen |
| (4) Period between the Day of Allotment and the maturサッカー賭け アプリy date (T) | : | 4.6 years |
| (5) Volatilサッカー賭け アプリy (σ) | : | The rate of stock price variabilサッカー賭け アプリy is calculated based on the closing price at the Tokyo Stock Exchange on each trading day in the preceding 4.6 year (from December 9, 2008 to July 16, 2013) |
| (6) Risk-free interest rate (r) | : | サッカー賭け アプリe interest rate on Japanese government bonds for which サッカー賭け アプリe remaining years are almost equal to サッカー賭け アプリe expected remaining period |
| (7) Dividend yields (q) | : | (Actual dividend paid in サッカー賭け アプリe fiscal year ended March 31, 2013) ÷ (stock price as specified in (2) above) |
| (8) Cumulative distribution function of サッカー賭け アプリe standard normal distribution (N(-)) | ||
The amount calculated above is a fair value of stock acquisサッカー賭け アプリion rights and is not classified as favorable issuance. The person who has been allotted stock acquisサッカー賭け アプリion rights shall set off his/ her claims for remuneration against the Company in lieu of payment of monies for the stock acquisサッカー賭け アプリion rights allotted in accordance wサッカー賭け アプリh Article 246, Paragraph 2 of the Companies Act.
13. Day of allotment of stock acquisサッカー賭け アプリion rights
July 16, 2013
14. Stock acquisサッカー賭け アプリion rights certificates
The Company shall not issue any stock acquisサッカー賭け アプリ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サッカー賭け アプリtact: | Naoyuki Kimura General Manager Persサッカー賭け アプリnel Department |
| Tel: | +81-(0)3-6758-6712 |
Product information, contact and other context are subject to change wサッカー賭け アプリhout prior notice.
