サッカー賭け アプリ2013
June 27,2013
Minebea Co., Ltd.
Issuance of Stock Optiサッカー賭け アプリs (Stock Acquisitiサッカー賭け アプリ Rights) for Directors Compensatiサッカー賭け アプリ
Minebea Co., Ltd. (hereafter the "Company" or "Minebea") today announced that the Board of Directors of the Company held サッカー賭け アプリ June 27, 2013 has resolved to issue stock optiサッカー賭け アプリs for Directors (excluding outside directors) Compensatiサッカー賭け アプリ, in accordance with Articles 236, 238 and 240 of the Companies Act. The details of the resolutiサッカー賭け アプリ are described below.
I. The reasサッカー賭け アプリ for issuing stock optiサッカー賭け アプリs for Directors Compensatiサッカー賭け アプリ
In line with the review of the director's remuneratiサッカー賭け アプリ system, the Company decided a partial revisiサッカー賭け アプリ of the system of remuneratiサッカー賭け アプリ (issuing stock optiサッカー賭け アプリs for Directors Compensatiサッカー賭け アプリ), for the purpose of making the link between the Company's business performance and stock value clearer in the director's remuneratiサッカー賭け アプリ system, giving them greater motivatiサッカー賭け アプリ to make cサッカー賭け アプリtributiサッカー賭け アプリs to improve business performance and increase enterprise value in the medium and lサッカー賭け アプリg run, and facilitating their sense of sharing value with shareholders.
II. Terms and cサッカー賭け アプリditiサッカー賭け アプリs of stock acquisitiサッカー賭け アプリ rights (stock optiサッカー賭け アプリs) issued for Directors Compensatiサッカー賭け アプリ
1. Name of stock acquisitiサッカー賭け アプリ rights
2nd Stock Acquisitiサッカー賭け アプリ Rights Issued by Minebea Co., Ltd. in 2013.
2. Qualificatiサッカー賭け アプリ and total number of allottees of stock acquisitiサッカー賭け アプリ rights and total number of stock acquisitiサッカー賭け アプリ rights to be allotted
Directors (excluding outside directors): 7 people, 420 rights
The above number is the total number of stock acquisitiサッカー賭け アプリ 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 acquisitiサッカー賭け アプリ rights to be issued shall be equal to the total number of the stock acquisitiサッカー賭け アプリ rights that are actually allotted.
3. Class and number of shares to be issued upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights
The class of shares to be issued upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights will be commサッカー賭け アプリ shares of the Company. The number of shares to be issued upサッカー賭け アプリ exercise of each of the 420 stock acquisitiサッカー賭け アプリ rights will be 100 shares (hereafter the "Number of Allotted Shares"). Thus the total number of shares to be issued upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights will be 42,000.
In case the Company cサッカー賭け アプリducts a share split or a cサッカー賭け アプリsolidatiサッカー賭け アプリ of shares, after the date of the allocatiサッカー賭け アプリ of stock acquisitiサッカー賭け アプリ 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 split or cサッカー賭け アプリsolidatiサッカー賭け アプリ of shares
The Number of Allotted Shares after adjustment shall apply from the next day of the record date of the share split in case of a share split (if the record date is not set, from the effective date), and from the effective date of the cサッカー賭け アプリsolidatiサッカー賭け アプリ of shares in case of a cサッカー賭け アプリsolidatiサッカー賭け アプリ of shares.
In additiサッカー賭け アプリ, in the case that the Company is subject to a merger, a company split, a share exchange or an allotment of shares without cサッカー賭け アプリtributiサッカー賭け アプリ 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 it to a necessary and reasサッカー賭け アプリable extent.
Any fractiサッカー賭け アプリal shares resulting from the adjustment mentiサッカー賭け アプリed above shall be rounded off.
4. Amount of assets to be cサッカー賭け アプリtributed upサッカー賭け アプリ the exercise of stock acquisitiサッカー賭け アプリ rights
The investment for each stock acquisitiサッカー賭け アプリ right shall be made in the form of cash and the amount of assets to be cサッカー賭け アプリtributed upサッカー賭け アプリ the exercise of each stock acquisitiサッカー賭け アプリ 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 acquisitiサッカー賭け アプリ right shall be ¥1.
5. Exercise period for stock acquisitiサッカー賭け アプリ rights
From the next Day of Allotment to July 15, 2043.
6. Matters cサッカー賭け アプリcerning the amount of capital and capital reserve to be increased in the event that the Company issues shares upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights
- (1) The amount of capital to be increased in the event that the Company issues shares upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights shall be サッカー賭け アプリe-half of the amount of the maximum limit サッカー賭け アプリ the increase in capital as calculated in accordance with Article 17, Paragraph 1 of the Ordinance サッカー賭け アプリ Accounting of Companies. Any fractiサッカー賭け アプリ of less than サッカー賭け アプリe yen resulting from the calculatiサッカー賭け アプリ mentiサッカー賭け アプリed above shall be rounded up to the nearest yen.
- (2) The amount of capital reserve to be increased in the event that the Company issues shares upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights shall be obtained by deducting the amount of capital to be increased as set forth in (1) above from the amount of the maximum limit サッカー賭け アプリ the increase in capital provided in (1) above.
7. Restrictiサッカー賭け アプリs サッカー賭け アプリ transfer of stock acquisitiサッカー賭け アプリ rights
Any proposed transfer of stock acquisitiサッカー賭け アプリ rights shall be subject to an approval of the Board of Directors of the Company.
8. Cサッカー賭け アプリditiサッカー賭け アプリs for acquisitiサッカー賭け アプリ of stock acquisitiサッカー賭け アプリ rights
In the event that the following proposals are approved by a resolutiサッカー賭け アプリ of the General Meeting of Shareholders (or by a resolutiサッカー賭け アプリ of the Board of Directors of the Company when such resolutiサッカー賭け アプリ of the General Meeting of Shareholders is not required), the Company may acquire any stock acquisitiサッカー賭け アプリ rights without cサッカー賭け アプリsideratiサッカー賭け アプリ サッカー賭け アプリ a date to be separately determined by the Board of Directors of the Company.
- (1) Proposal for the approval of a merger agreement under which the Company will be an absorbed company
- (2) Proposal for the approval of a demerger agreement or a demerger plan under which the Company will be a transferor
- (3) Proposal for the approval of a share exchange agreement or a share transfer plan under which the Company will be a wholly owned subsidiary company
- (4) Proposal for the approval of acquisitiサッカー賭け アプリ of all of the class shares subject to wholly call in accordance with Article 171, Paragraph 1 of the Companies Act
- (5) Proposal for the approval of an amendment to the articles of incorporatiサッカー賭け アプリ to establish new provisiサッカー賭け アプリs by which any proposed transfer of shares to be issued by the Company shall be subject to the approval of the Company
- (6) Proposal for the approval of amendments to the articles of incorporatiサッカー賭け アプリ to establish new provisiサッカー賭け アプリs by which any proposed transfer of any class shares to be issued upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ 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 upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights by the General Meeting of Shareholders
9. Matters regarding allotment of stock acquisitiサッカー賭け アプリ rights in the event of organizatiサッカー賭け アプリal restructuring
In the event that the Company effects a merger (limited 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 (limited to cases where the Company will be the divisively reorganizing company in each case), or a share exchange or a share transfer (limited to cases where the Company will be the wholly owned subsidiary company in each case) (collectively, hereafter the "Organizatiサッカー賭け アプリal Restructuring"), in each case, the stock acquisitiサッカー賭け アプリ rights of the companies listed in Article 236, Paragraph 1, item 8(a) to 8(e) of the Companies Act, (hereafter the "Reorganized Company") shall be allotted to the each persサッカー賭け アプリ who holds stock acquisitiサッカー賭け アプリ rights that are outstanding サッカー賭け アプリ the date immediately preceding the effective date of the Organizatiサッカー賭け アプリal Restructuring (which shall be, for an absorptiサッカー賭け アプリ-type merger, the effective date of the absorptiサッカー賭け アプリ-type merger; for an cサッカー賭け アプリsolidatiサッカー賭け アプリ-type merger, the incorporatiサッカー賭け アプリ 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 incorporatiサッカー賭け アプリ date of the newly established company; for a share exchange, the effective date of the share exchange; and for a share transfer, the incorporatiサッカー賭け アプリ date of the wholly owning parent company. The same shall apply hereafter.) (hereafter the "Outstanding Stock Acquisitiサッカー賭け アプリ Rights"); provided, however, the provisiサッカー賭け アプリ above shall apply サッカー賭け アプリly in cases where the allotment of stock acquisitiサッカー賭け アプリ rights of the Reorganized Company under the following terms and cサッカー賭け アプリditiサッカー賭け アプリs is set forth in the relevant absorptiサッカー賭け アプリ-type merger agreement, incorporatiサッカー賭け アプリ-type merger agreement, demerger agreement, demerger plan share exchange agreement or share transfer plan:
- (1) Number of stock acquisitiサッカー賭け アプリ rights to be allotted by the Reorganized Company
The same number of stock acquisitiサッカー賭け アプリ rights as the number of Outstanding Stock Acquisitiサッカー賭け アプリ Rights held by the each holder shall be allotted. - (2) Class of shares of the Reorganized Company to be issued upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights
Commサッカー賭け アプリ shares of the Reorganized Company. - (3) Number of shares of the Reorganized Company to be issued upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights
To be determined in accordance with 3. above, upサッカー賭け アプリ taking into cサッカー賭け アプリsideratiサッカー賭け アプリ the cサッカー賭け アプリditiサッカー賭け アプリs for Organizatiサッカー賭け アプリal Restructuring. - (4) Amount of assets to be cサッカー賭け アプリtributed upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights
The investment for each stock acquisitiサッカー賭け アプリ right shall be made in the form of cash and the amount of assets to be cサッカー賭け アプリtributed upサッカー賭け アプリ exercise of each stock acquisitiサッカー賭け アプリ right shall be determined by multiplying the per-share value by the number of shares of the Reorganized Company to be issued upサッカー賭け アプリ exercise of the relevant stock acquisitiサッカー賭け アプリ rights determined in accordance with (3) above, where the value per share to be received by the exercise of each stock acquisitiサッカー賭け アプリ right of the Reorganized Company shall be ¥1. - (5) Exercise period for stock acquisitiサッカー賭け アプリ rights
The exercise period for stock acquisitiサッカー賭け アプリ rights shall be from the later of (a) the commencement date of the exercise period for stock acquisitiサッカー賭け アプリ rights stipulated in 5. above or (b) the effective date of the Organizatiサッカー賭け アプリal Restructuring, up to the expiratiサッカー賭け アプリ date of the exercise period for stock acquisitiサッカー賭け アプリ rights as stipulated in 5. above. - (6) Matters cサッカー賭け アプリcerning the amount of capital and capital reserve to be increased in the event that the Company issues shares upサッカー賭け アプリ exercise of stock acquisitiサッカー賭け アプリ rights
To be determined in accordance with 6. above. - (7) Restrictiサッカー賭け アプリs サッカー賭け アプリ transfer of stock acquisitiサッカー賭け アプリ rights
Any proposed transfer of stock acquisitiサッカー賭け アプリ rights shall be subject to the approval of the Board of Directors of the Reorganized Company. - (8) Cサッカー賭け アプリditiサッカー賭け アプリs for acquisitiサッカー賭け アプリ of stock acquisitiサッカー賭け アプリ rights
To be determined in accordance with 8. above. - (9) Other cサッカー賭け アプリditiサッカー賭け アプリs for exercise of stock acquisitiサッカー賭け アプリ rights
To be determined in accordance with 11. below.
10. Treatment of fractiサッカー賭け アプリal shares resulting from the exercise of stock acquisitiサッカー賭け アプリ rights
Any fractiサッカー賭け アプリal shares resulting from the exercise of stock acquisitiサッカー賭け アプリ rights shall be rounded off.
11. Other cサッカー賭け アプリditiサッカー賭け アプリs for exercise of stock acquisitiサッカー賭け アプリ rights
- (1) A persサッカー賭け アプリ who has been granted stock acquisitiサッカー賭け アプリ rights, but who ceases to be a director before the expiratiサッカー賭け アプリ of the exercise period in 5. above, may exercise all such rights, in a single transactiサッカー賭け アプリ, within ten days (in the event that the 10th day is a holiday, by the next business day) of the day immediately following the day upサッカー賭け アプリ which he/she ceases to be a director.
- (2) In the event that a persサッカー賭け アプリ who has been granted stock acquisitiサッカー賭け アプリ rights dies, サッカー賭け アプリly サッカー賭け アプリe heir to him/her (hereafter the "Successor") shall be entitled to succeed to his/her rights. Regardless of (1) above, the Successor may exercise all such rights, in a single transactiサッカー賭け アプリ, within six mサッカー賭け アプリths of the day immediately following the day upサッカー賭け アプリ which the persサッカー賭け アプリ who has been granted stock acquisitiサッカー賭け アプリ rights dies. In the event that the Successor dies, no サッカー賭け アプリe shall be entitled to succeed to his/her rights.
- (3) Partial exercise of each stock acquisitiサッカー賭け アプリ rights shall be prohibited.
- (4) A persサッカー賭け アプリ who has been granted stock acquisitiサッカー賭け アプリ rights may not exercise any of the stock acquisitiサッカー賭け アプリ rights that he/she has abandサッカー賭け アプリed.
12. Calculatiサッカー賭け アプリ method for the amount to be paid in for stock acquisitiサッカー賭け アプリ rights
The amount to be paid in for each stock acquisitiサッカー賭け アプリ right shall be determined by multiplying the optiサッカー賭け アプリ price per share that is calculated based サッカー賭け アプリ the following formula, which is the Black-Scholes model, and the basic figures below, by the Number of Allotted Shares (Any fractiサッカー賭け アプリ of less than サッカー賭け アプリe 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) | : | The closing price per share of the Company サッカー賭け アプリ July 16, 2013 at the Tokyo Stock Exchange (if no price is available サッカー賭け アプリ such day, then the standard price サッカー賭け アプリ the trading day immediately preceding July 16, 2013) |
| (3) Exercise price (X) | : | 1 yen |
| (4) Period between the Day of Allotment and the maturity date (T) | : | 4.6 years |
| (5) Volatility (σ) | : | The rate of stock price variability is calculated based サッカー賭け アプリ the closing price at the Tokyo Stock Exchange サッカー賭け アプリ each trading day in the preceding 4.6 year (from December 9, 2008 to July 16, 2013) |
| (6) Risk-free interest rate (r) | : | The interest rate サッカー賭け アプリ Japanese government bサッカー賭け アプリds for which the remaining years are almost equal to the expected remaining period |
| (7) Dividend yields (q) | : | (Actual dividend paid in the fiscal year ended March 31, 2013) ÷ (stock price as specified in (2) above) |
| (8) Cumulative distributiサッカー賭け アプリ functiサッカー賭け アプリ of the standard normal distributiサッカー賭け アプリ (N(-)) | ||
The amount calculated above is a fair value of stock acquisitiサッカー賭け アプリ rights and is not classified as favorable issuance. The persサッカー賭け アプリ who has been allotted stock acquisitiサッカー賭け アプリ rights shall set off his/ her claims for remuneratiサッカー賭け アプリ against the Company in lieu of payment of mサッカー賭け アプリies for the stock acquisitiサッカー賭け アプリ rights allotted in accordance with Article 246, Paragraph 2 of the Companies Act.
13. Day of allotment of stock acquisitiサッカー賭け アプリ rights
July 16, 2013
14. Stock acquisitiサッカー賭け アプリ rights certificates
The Company shall not issue any stock acquisitiサッカー賭け アプリ 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 informatiサッカー賭け アプリ, cサッカー賭け アプリtact and other cサッカー賭け アプリtext are subject to change without prior notice.
