[SEOUL 11840_2]
June 26, 2017
Company: LINE Corporation
Representative: Takeshi Idezawa, CEO
Stock Code: 3938 (First Section of the Tokyo Stock Exchange)
LINE Corporation Issues Stock Options (Warrants)
TOKYO -- LINE Corporation (NYSE:LN) (TOKYO:3938) (Headquarters: Shinjuku-ku, Tokyo,
Japan; President & CEO: Takeshi Idezawa; “the Company”) announces that it determined at its board
meeting held today the terms and conditions of warrants that are to be issued in the form of stock
options to directors and executive officers of the Company and the director of a subsidiary, and passed
a resolution to solicit subscribers for the warrants, among others, as follows.
1. Reason for issuance of stock options (warrants)
The purpose of the issuance is to provide the Company’s directors and executive officers and
its subsidiary director with an incentive to improve corporate earnings and enhance corporate
value.
2. Specific details of stock option (warrant) issuance to the Company’s directors
(1) Name of warrants
LINE Corporation 20th Warrants.
(2) Total number of warrants
12,621warrants.
The above total number of warrants is the number of warrants planned to be allotted. If the number of
warrants to be allotted declines, such as where applications for subscription are not made, then the
total number of warrants to be allotted shall be the total number of warrants to be issued.
(3) Amount of payment for warrants
The amount to be paid in upon allotment of each warrant shall be the amount obtained using the
following formula: (x) the option price (fractions less than 1 yen being rounded off) per Company
share calculated by the Black-Scholes Model based on various conditions as of the date on which
warrants are to be allotted, as set forth in (10) below (the “Allotment Date”), multiplied by (y) the
number of shares subject to each warrant (the “Number of Allotted Shares”). Any person who is
allotted a warrant shall, instead of paying the amount to be paid-in, offset the payment with his/her
remuneration claim that he/she has against the Company.
(4) Class and number of shares to be issued upon exercise of warrants
The class of shares to be issued upon exercise of warrants shall be shares of common stock of the
Company and the Number of Allotted Shares shall be 100 shares. However, if the Company conducts
a share split (including gratuitous allotment of shares of common stock of the Company; the same
applies below to the description of a share split) or share consolidation of shares of common stock of
the Company, the Company shall adjust the Number of Allotted Shares using the following formula;
and any fractions less than 1 share arising due to such adjustment shall be rounded down.
Number of Allotted Shares After Adjustment
= Number of Allotted Shares Before Adjustment × Share split or share consolidation ratio
2
Number of Allotted Shares After Adjustment shall be applied, in the case of a share split, on or after
the record date of the share split (if no record date is determined, the effective date of the share split);
and in the case of a share consolidation, on or after the effective date of the share consolidation.
However, if a share split is conducted on condition that a proposal is passed at the Company’s
shareholders’ meeting to reduce the amount of surplus and increase the amount of stated capital or
capital reserve, and where the date of the close of that shareholders’ meeting or any date before that is
to be the record date for the share split, then the Number of Allotted Shares After Adjustment shall be
applied on or after the date immediately following the date on which the shareholders’ meeting is
closed.
When adjusting the Number of Allotted Shares, the Company shall notify or publicly notify such
parties holding each warrant as stated in the warrant register (“Warrant Holder(s)”) of necessary
matters up to the date immediately before the date of application of the Number of Allotted Shares
After Adjustment. However, if the Company is unable to notify or publicly notify up to that date, it
shall notify or publicly notify it promptly after the application.
(5) Value of assets to be contributed upon exercise of warrants
1) The value of assets to be contributed when each warrant is exercised shall be the
Number of Allotted Shares multiplied by the amount paid per share that can be
delivered by exercise of that warrant (the “Exercise Price”). The Exercise Price shall
be obtained by multiplying 1.05 by the average closing price in ordinary trading of the
Company’s shares of common stock on the Tokyo Stock Exchange for each day
(excluding any day on which no trade is executed) of the month preceding the month
in which the Allotment Date belongs, and any fraction less than 1 yen arising due to
such calculation will be rounded up. However, when the amount of the Exercise Price
calculated this way is less than the closing price (or closing price of the immediately
preceding trading day when there is no closing price) of the shares of the Company’s
common stock on the Allotment Date, the Exercise Price shall be that closing price.
2) If the Company falls under any of the following items (a) to (c) after the Allotment
Date with respect to its common stock, it shall adjust the Exercise Price using each of
the respective formulas (the “Exercise Price Adjustment Formula”) set forth below;
and any fractions less than 1 yen arising due to the adjustment shall be rounded up.
(a) When conducting a share split or a share consolidation
Exercise Price
After
Adjustment
=
Exercise Price
Before Adjustment
×
1
Share split
or share consolidation
ratio
Exercise Price After Adjustment shall be applied, in the case of a share split,
on or after the record date of the share split (if no record date is determined,
the effective date of the share split); and in the case of a share consolidation,
on or after the effective date of the share consolidation. However, if a share
split is conducted on condition that a proposal is passed at the Company’s
shareholders’ meeting to reduce the amount of surplus and increase the
amount of stated capital or capital reserve, and where the date of the close of
that shareholders’ meeting or any date before that is to be the record date for
the share split, then the Number of Allotted Shares After Adjustment shall be
applied on or after the date immediately following the date on which the close
of the shareholders’ meeting took place.
(b) When issuing new shares of the Company’s common stock or disposing of
3
treasury shares at a price lower than the market value (excluding where the
foregoing is conducted by exercising warrants)
Number
of
S
hares
A
lready
Issued
＋
Number of
S
hares to be
Newly Issued
×
Amount to be
Paid
-in Per
Share
Exercise
Price After
Adjustment
=
×
Market Value Per Share
Number of
Shares Already Issued
+ Number of Shares to be Newly Issued
(i) The “Market Value” used in the above Exercise Price Adjustment
Formula shall be the average (calculated to the second decimal place
and rounded off to the first decimal place) closing price (including
indicated quotation; the same below) in ordinary trading of the
Company’s shares of common stock on a listed financial instruments
exchange (if the Company’s common stock is listed on more than one
financial instruments exchange, the principal exchange that is
determined to be the most appropriate, considering the trading volume,
pricing ratio, and other factors concerning the Company’s common
stock, during the period mentioned later) in 30 trading days (excluding
days without a closing price) starting on the 45th trading day before
the application date of the Exercise Price After Adjustment.
(ii) The “Number of Shares Already Issued” in the above Exercise Price
Adjustment Formula shall be the amount obtained by deducting the
number of treasury shares concerning the Company’s common stock,
from the total number of issued shares of the Company’s common
stock as of the date one month before the application date of the
Exercise Price After Adjustment (if there is no record date), or as of
the record date (if there is a record date). If the Company disposes of
treasury shares of its common stock, the “Number of Shares to be
Newly Issued” in the above formula shall be replaced by the “Number
of Treasury Shares to be Disposed of”.
(iii) The Exercise Price After Adjustment shall be applied on or after the
date immediately following the date on which the relevant amount is
paid-in (if the period for pay-in is determined, the last day of that
period), or if there is a record date for the subscription, on or after the
date immediately following the record date.
(c) In addition to the above, if it is appropriate to adjust the Exercise Price
because of the Company’s merger with another company, among others, after
the Allotment Date, the Company shall adjust the Exercise Price as necessary
to a reasonable extent.
(d) When adjusting the Exercise Price, the Company shall notify or publicly
notify the Warrant Holders of necessary matters up to the date immediately
before the date of application of the Exercise Price After Adjustment.
However, if the Company is unable to notify or publicly notify it up to that
date, it shall notify or publicly notify it promptly after the application.
4
(6) Exercise period for warrants
The exercise period for warrants shall be from July 18, 2018 to July 18, 2027 (the “Exercise Period”).
However, if the last day of the Exercise Period falls on a Company holiday, the immediately preceding
business day shall be the last day.
(7) Matters regarding stated capital and capital reserve that are to increase when shares are issued
upon the exercise of warrants
1) The amount of stated capital to increase when shares are issued upon the exercise of
warrants shall be the amount equivalent to half of the maximum amount of increase in
stated capital calculated according to Article 17, Paragraph 1 of the Rules of Corporate
Accounting. If fractions less than 1 yen arise due to the calculation, then the fractions
shall be rounded up.
2) The amount of capital reserve to increase when shares are issued upon the exercise of
warrants shall be the amount obtained by deducting (x) the amount of stated capital to
be increased set forth in 1) above from (y) the maximum amount of increase in stated
capital mentioned in 1) above.
(8) Restriction on acquisition of warrants by transfer
Acquisition of warrants by transfer shall be subject to approval by resolution of the Company’s board
of directors.
(9) Conditions for exercise of warrants
1) In the case of death of a Warrant Holder, an heir of that holder cannot exercise that
holder’s warrants. However, the foregoing shall not apply if the Company’s board of
directors approves such exercise.
2) Warrant Holders must be in the position of director of the Company or its associated
companies (i.e., the associated companies as set forth in the Ordinance on
Terminology, Forms, and Preparation Methods of Financial Statements, etc.) when
exercising the warrants. However, this shall not apply in cases of the retirement of a
director of the Company or its associated companies due to the expiration of his or her
term of office, or other cases determined to have a reason to be justified by the
Company’s board of directors.
3) Each warrant cannot be exercised partially.
(10) Allotment date of warrants
July 18, 2017
(11) Date of payment of money to be made in exchange for warrants
July 18, 2017
(12) Matters regarding acquisition of warrants
If a proposal under the following items 1), 2), 3), 4), or 5) is approved at the Company’s shareholders’
meeting (in the case where a resolution at a shareholders’ meeting is not required, if a resolution is
passed by the Company’s board of directors or a determination is made by a delegated executive
5
officer in accordance with Article 416, paragraph 4 of the Companies Act), the Company may acquire
a warrant without compensation on a date separately determined by the board of directors (or by a
delegated executive officer in accordance with Article 416, paragraph 4 of the Companies Act):
1) a proposal to approve a merger agreement by which the Company will be a
disappearing company;
2) a proposal to approve a split agreement or a split plan by which the Company will be a
splitting company;
3) a proposal to approve a share exchange agreement or a share transfer plan by which
the Company will be a wholly-owned subsidiary;
4) a proposal to approve an amendment to the Company’s articles of incorporation
establishing a provision, with respect to all issued shares of the Company, that an
acquisition of those shares by transfer shall require the Company’s approval; or
5) a proposal to approve an amendment to the Company’s articles of incorporation
establishing a provision, with respect to shares of the class subject to the warrants, that
an acquisition of those shares by transfer shall require the Company’s approval, or
with respect to the shares of that class, that the Company shall acquire all of those
shares by a resolution of the Company’s shareholders’ meeting.
(13) Matters regarding delivery of warrants in conjunction with organizational restructuring
If the Company conducts a merger (limited to where the Company will disappear in a merger),
absorption-type split or incorporation-type split (in each case, limited to where the Company becomes
a splitting company), or share exchange or share transfer (in each case, limited to where the Company
becomes a wholly-owned subsidiary) (collectively, the “Organizational Restructuring”), the Company
shall deliver to Warrant Holders who hold the remaining warrants (the “Remaining Warrants”) at the
time immediately preceding the effective date of the Organizational Restructuring (i.e., in each case,
the date on which the absorption-type merger becomes effective, the date on which a stock company is
incorporated through the consolidation-type merger, the date on which the absorption-type split
becomes effective, the date on which a stock company is incorporated through the incorporation-type
split, the date on which the share exchange becomes effective, or the date on which a wholly-owning
parent company is incorporated through the share transfer; the same below) warrants of any of the
stock companies listed in Article 236, Paragraph 1, Item (viii), (a) to (e) of the Companies Act (the
“Restructured Company”), upon the respective Organizational Restructuring. In this case, the
Remaining Warrants shall disappear, and the Restructured Company shall newly issue warrants.
However, an absorption-type merger agreement, consolidation-type merger agreement, absorption-
type split agreement, incorporation-type split plan, share exchange agreement, or share transfer plan
shall state that warrants of the Restructured Company shall be delivered according to each of the
following:
1) Number of warrants of the Restructured Company to be delivered
The number equivalent to the number of the Remaining Warrants held by the
respective Warrant Holders shall be delivered.
2) Class of shares of the Restructured Company subject to warrants
Common stock of the Restructured Company.
3) Number of shares of the Restructured Company subject to warrants
To be determined according to (4) above by taking into consideration the conditions
and the like for the Organizational Restructuring.
6
4) Value of assets to be contributed upon the exercise of warrants
The value of assets to be contributed upon the exercise of each warrant to be delivered
shall be the amount obtained by taking into consideration the conditions and the like
of the Organizational Restructuring, and by multiplying (x) the Exercise Price after the
Organizational Restructuring, which is obtained by adjusting the Exercise Price
determined according to (5) above by (y) the number of shares of the Restructured
Company subject to the warrants, which is determined according to 3) above.
5) Exercise period of warrants
The exercise period shall be from the later of either (i) the commencement date of the
period in which warrants may be exercised as set forth in (6) above, or (ii) the
effective date of the Organizational Restructuring, to the expiration date of the period
in which warrants may be exercised as set forth in (6) above.
6) Matters regarding stated capital and capital reserve that are to increase when shares
are issued upon the exercise of warrants
To be determined according to (7) above.
7) Restriction on acquisition of warrants by transfer
The acquisition of warrants by transfer shall require the approval of the board of
directors of the Restructured Company.
8) Other conditions for exercising warrants
To be determined according to (9) above.
9) Clauses regarding acquisition of warrants
To be determined according to (12) above.
(14) Arrangement concerning fractions less than 1 share arising due to the exercise of warrants
If the number of shares to be delivered to Warrant Holders exercising their warrants includes any
fractions less than 1 share, the fractions shall be rounded down.
(15) People who are to be allotted warrants, the number thereof, and the number of warrants to be
allotted
Allottee
Number
Number of warrants
Directors of the Company
Four (4)
12,621
3. Specific details of stock option (warrant) issuance to executive officers of the Company
and the director of a subsidiary
(1) Name of warrants
LINE Corporation 21st Warrants.
(2) Total number of warrants
11,419 warrants.
7
The above total number of warrants is the number of warrants planned to be allotted. If the number of
warrants to be allotted declines, such as where applications for subscription are not made, then the
total number of warrants to be allotted shall be the total number of warrants to be issued.
(3) Amount of payment for warrants
The amount to be paid in upon allotment of each warrant shall be the amount obtained using the
following formula: (x) the option price (fractions less than 1 yen being rounded off) per Company
share calculated by the Black-Scholes Model based on various conditions as of the date on which
warrants are to be allotted, as set forth in (10) below (the “Allotment Date”), multiplied by (y) the
number of shares subject to each warrant (the “Number of Allotted Shares”). Any person who is
allotted a warrant shall, instead of paying the amount to be paid-in, offset the payment with his/her
remuneration claim that he/she has against the Company.
(4) Class and number of shares to be issued upon exercise of warrants
The class of shares to be issued upon exercise of warrants shall be shares of common stock of the
Company and the Number of Allotted Shares shall be 100 shares. However, if the Company conducts
a share split (including gratuitous allotment of shares of common stock of the Company; the same
applies below to the description of a share split) or share consolidation of shares of common stock of
the Company, the Company shall adjust the Number of Allotted Shares using the following formula;
and any fractions less than 1 share arising due to such adjustment shall be rounded down.
Number of Allotted Shares After Adjustment
= Number of Allotted Shares Before Adjustment × Share split or share consolidation ratio
Number of Allotted Shares After Adjustment shall be applied, in the case of a share split, on or after
the record date of the share split (if no record date is determined, the effective date of the share split);
and in the case of a share consolidation, on or after the effective date of the share consolidation.
However, if a share split is conducted on condition that a proposal is passed at the Company’s
shareholders’ meeting to reduce the amount of surplus and increase the amount of stated capital or
capital reserve, and where the date of the close of that shareholders’ meeting or any date before that is
to be the record date for the share split, then the Number of Allotted Shares After Adjustment shall be
applied on or after the date immediately following the date on which the shareholders’ meeting is
closed.
When adjusting the Number of Allotted Shares, the Company shall notify or publicly notify such
parties holding each warrant as stated in the warrant register (“Warrant Holder(s)”) of necessary
matters up to the date immediately before the date of application of the Number of Allotted Shares
After Adjustment. However, if the Company is unable to notify or publicly notify up to that date, it
shall notify or publicly notify it promptly after the application.
(5) Value of assets to be contributed upon exercise of warrants
1) The value of assets to be contributed when each warrant is exercised shall be the
Number of Allotted Shares multiplied by the amount paid per share that can be
delivered by exercise of that warrant (the “Exercise Price”). The Exercise Price shall
be obtained by multiplying 1.05 by the average closing price in ordinary trading of the
Company’s shares of common stock on the Tokyo Stock Exchange for each day
(excluding any day on which no trade is executed) of the month preceding the month
in which the Allotment Date belongs, and any fraction less than 1 yen arising due to
such calculation will be rounded up. However, when the amount of the Exercise Price
calculated this way is less than the closing price (or closing price of the immediately
preceding trading day when there is no closing price) of the shares of the Company’s
8
common stock on the Allotment Date, the Exercise Price shall be that closing price.
2) If the Company falls under any of the following items (a) to (c) after the Allotment
Date with respect to its common stock, it shall adjust the Exercise Price using each of
the respective formulas (the “Exercise Price Adjustment Formula”) set forth below;
and any fractions less than 1 yen arising due to the adjustment shall be rounded up.
(a) When conducting a share split or a share consolidation
Exercise Price
After
Adjustment
=
Exercise Price
Before Adjustment
×
1
Share split
or share consolidation
ratio
Exercise Price After Adjustment shall be applied, in the case of a share split,
on or after the record date of the share split (if no record date is determined,
the effective date of the share split); and in the case of a share consolidation,
on or after the effective date of the share consolidation. However, if a share
split is conducted on condition that a proposal is passed at the Company’s
shareholders’ meeting to reduce the amount of surplus and increase the
amount of stated capital or capital reserve, and where the date of the close of
that shareholders’ meeting or any date before that is to be the record date for
the share split, then the Number of Allotted Shares After Adjustment shall be
applied on or after the date immediately following the date on which the close
of the shareholders’ meeting took place.
(b) When issuing new shares of the Company’s common stock or disposing of
treasury shares at a price lower than the market value (excluding where the
foregoing is conducted by exercising warrants)
Number
of Shares
Already
Issued
＋
Number of
Shares to be
Newly Issued
×
Amount to be
Paid
-in Per
Share
Exercise
Price After
Adjustment
=
×
Market Value Per Share
Number of Shares Already Issued
+ Number of Shares to be Newly Issued
(i) The “Market Value” used in the above Exercise Price Adjustment
Formula shall be the average (calculated to the second decimal place
and rounded off to the first decimal place) closing price (including
indicated quotation; the same below) in ordinary trading of the
Company’s shares of common stock on a listed financial instruments
exchange (if the Company’s common stock is listed on more than one
financial instruments exchange, the principal exchange that is
determined to be the most appropriate, considering the trading volume,
pricing ratio, and other factors concerning the Company’s common
stock, during the period mentioned later) in 30 trading days (excluding
days without a closing price) starting on the 45th trading day before
the application date of the Exercise Price After Adjustment.
(ii) The “Number of Shares Already Issued” in the above Exercise Price
Adjustment Formula shall be the amount obtained by deducting the
9
number of treasury shares concerning the Company’s common stock,
from the total number of issued shares of the Company’s common
stock as of the date one month before the application date of the
Exercise Price After Adjustment (if there is no record date), or as of
the record date (if there is a record date). If the Company disposes of
treasury shares of its common stock, the “Number of Shares to be
Newly Issued” in the above formula shall be replaced by the “Number
of Treasury Shares to be Disposed of”.
(iii) The Exercise Price After Adjustment shall be applied on or after the
date immediately following the date on which the relevant amount is
paid-in (if the period for pay-in is determined, the last day of that
period), or if there is a record date for the subscription, on or after the
date immediately following the record date.
(c) In addition to the above, if it is appropriate to adjust the Exercise Price
because of the Company’s merger with another company, among others, after
the Allotment Date, the Company shall adjust the Exercise Price as necessary
to a reasonable extent.
(d) When adjusting the Exercise Price, the Company shall notify or publicly
notify the Warrant Holders of necessary matters up to the date immediately
before the date of application of the Exercise Price After Adjustment.
However, if the Company is unable to notify or publicly notify it up to that
date, it shall notify or publicly notify it promptly after the application.
(6) Exercise period for warrants
The exercise period for warrants shall be from July 18, 2018 to July 18, 2027 (the “Exercise Period”).
However, if the last day of the Exercise Period falls on a Company holiday, the immediately preceding
business day shall be the last day.
(7) Matters regarding stated capital and capital reserve that are to increase when shares are issued
upon the exercise of warrants
1) The amount of stated capital to increase when shares are issued upon the exercise of
warrants shall be the amount equivalent to half of the maximum amount of increase in
stated capital calculated according to Article 17, Paragraph 1 of the Rules of Corporate
Accounting. If fractions less than 1 yen arise due to the calculation, then the fractions
shall be rounded up.
2) The amount of capital reserve to increase when shares are issued upon the exercise of
warrants shall be the amount obtained by deducting (x) the amount of stated capital to
be increased set forth in 1) above from (y) the maximum amount of increase in stated
capital mentioned in 1) above.
(8) Restriction on acquisition of warrants by transfer
Acquisition of warrants by transfer shall be subject to approval by resolution of the Company’s board
of directors.
(9) Conditions for exercise of warrants
1) In the case of death of a Warrant Holder, an heir of that holder cannot exercise that
10
holder’s warrants. However, the foregoing shall not apply if the Company’s board of
directors approves such exercise.
2) Warrant Holders must be in the position of director, auditor, executive officer, or
employee of the Company or its associated companies (i.e., the associated companies
as set forth in the Ordinance on Terminology, Forms, and Preparation Methods of
Financial Statements, etc.) when exercising the warrants. However, this shall not
apply in cases of the retirement of a director, auditor, or executive officer of the
Company or its associated companies due to the expiration of his or her term of office,
or other cases determined to have a reason to be justified by the Company’s board of
directors.
3) Each warrant cannot be exercised partially.
(10) Allotment date of warrants
July 18, 2017
(11) Date of payment of money to be made in exchange for warrants
July 18, 2017
(12) Matters regarding acquisition of warrants
If a proposal under the following items 1), 2), 3), 4), or 5) is approved at the Company’s shareholders’
meeting (in the case where a resolution at a shareholders’ meeting is not required, if a resolution is
passed by the Company’s board of directors or a determination is made by a delegated executive
officer in accordance with Article 416, paragraph 4 of the Companies Act), the Company may acquire
a warrant without compensation on a date separately determined by the board of directors (or by a
delegated executive officer in accordance with Article 416, paragraph 4 of the Companies Act):
1) a proposal to approve a merger agreement by which the Company will be a
disappearing company;
2) a proposal to approve a split agreement or a split plan by which the Company will be a
splitting company;
3) a proposal to approve a share exchange agreement or a share transfer plan by which
the Company will be a wholly-owned subsidiary;
4) a proposal to approve an amendment to the Company’s articles of incorporation
establishing a provision, with respect to all issued shares of the Company, that an
acquisition of those shares by transfer shall require the Company’s approval; or
5) a proposal to approve an amendment to the Company’s articles of incorporation
establishing a provision, with respect to shares of the class subject to the warrants, that
an acquisition of those shares by transfer shall require the Company’s approval, or
with respect to the shares of that class, that the Company shall acquire all of those
shares by a resolution of the Company’s shareholders’ meeting.
(13) Matters regarding delivery of warrants in conjunction with organizational restructuring
If the Company conducts a merger (limited to where the Company will disappear in a merger),
absorption-type split or incorporation-type split (in each case, limited to where the Company becomes
a splitting company), or share exchange or share transfer (in each case, limited to where the Company
becomes a wholly-owned subsidiary) (collectively, the “Organizational Restructuring”), the Company
shall deliver to Warrant Holders who hold the remaining warrants (the “Remaining Warrants”) at the
time immediately preceding the effective date of the Organizational Restructuring (i.e., in each case,
the date on which the absorption-type merger becomes effective, the date on which a stock company is
11
incorporated through the consolidation-type merger, the date on which the absorption-type split
becomes effective, the date on which a stock company is incorporated through the incorporation-type
split, the date on which the share exchange becomes effective, or the date on which a wholly-owning
parent company is incorporated through the share transfer; the same below) warrants of any of the
stock companies listed in Article 236, Paragraph 1, Item (viii), (a) to (e) of the Companies Act (the
“Restructured Company”), upon the respective Organizational Restructuring. In this case, the
Remaining Warrants shall disappear, and the Restructured Company shall newly issue warrants.
However, an absorption-type merger agreement, consolidation-type merger agreement, absorption-
type split agreement, incorporation-type split plan, share exchange agreement, or share transfer plan
shall state that warrants of the Restructured Company shall be delivered according to each of the
following:
1) Number of warrants of the Restructured Company to be delivered
The number equivalent to the number of the Remaining Warrants held by the
respective Warrant Holders shall be delivered.
2) Class of shares of the Restructured Company subject to warrants
Common stock of the Restructured Company.
3) Number of shares of the Restructured Company subject to warrants
To be determined according to (4) above by taking into consideration the conditions
and the like for the Organizational Restructuring.
4) Value of assets to be contributed upon the exercise of warrants
The value of assets to be contributed upon the exercise of each warrant to be delivered
shall be the amount obtained by taking into consideration the conditions and the like
of the Organizational Restructuring, and by multiplying (x) the Exercise Price after the
Organizational Restructuring, which is obtained by adjusting the Exercise Price
determined according to (5) above by (y) the number of shares of the Restructured
Company subject to the warrants, which is determined according to 3) above.
5) Exercise period of warrants
The exercise period shall be from the later of either (i) the commencement date of the
period in which warrants may be exercised as set forth in (6) above, or (ii) the
effective date of the Organizational Restructuring, to the expiration date of the period
in which warrants may be exercised as set forth in (6) above.
6) Matters regarding stated capital and capital reserve that are to increase when shares
are issued upon the exercise of warrants
To be determined according to (7) above.
7) Restriction on acquisition of warrants by transfer
The acquisition of warrants by transfer shall require the approval of the board of
directors of the Restructured Company.
8) Other conditions for exercising warrants
To be determined according to (9) above.
12
9) Clauses regarding acquisition of warrants
To be determined according to (12) above.
(14) Arrangement concerning fractions less than 1 share arising due to the exercise of warrants
If the number of shares to be delivered to Warrant Holders exercising their warrants includes any
fractions less than 1 share, the fractions shall be rounded down.
(15) People who are to be allotted warrants, the number thereof, and the number of warrants to be
allotted
Allottee
Number
Number of warrants
Executive officers
of the Company
Nine (9)
9,616
Director of one of the
Company’s subsidiaries
One (1)
1,803
Total
Ten (10)
11,419
End.