Z HOLDINGS CORPORATION 
By
To whom it may concern
January 29, 2013
Yahoo Japan Corporation
Manabu Miyasaka, President & CEO Stock code: 4689
Today, Yahoo Japan Corporation decided to grant subscription rights as stock options based on "commitment to performance goals" to employees and directors of the Company and its subsidiaries according to Articles 238 and 240 of the Corporation Law of Japan as outlined below.
This offering is intended to increase the rate of profit growth for the Company and its subsidiaries, and to meet the goal "double profit by 201X", the Company grants said rights to raise morale and motivation for employees and directors of the Company and its subsidiaries.
As the subscription rights being offered as compensation and are priced at fair value, this offering is not
considered unreasonably favorable and will be implemented without approval through a shareholder's meeting.
1. Reason for granting subscription rights as performance-based stock options
Through the granting of stock options to employees and directors of the Company and its subsidiaries as compensation, the Company further intends to motivate and boost employee morale in regards to once again increasing the rate of profit growth.
In addition, as stated in "2. (10) Conditions for the exercise of subscription rights", rights may be exercised for the first time once the Company's consolidated financial performance meets certain predetermined standards.
2. Details of granting subscription rights
(1) Number of persons granted subscription rights and number of subscription rights granted Directors and Employees of the Company and its subsidiaries: 63 persons, 271,700 rights. Please note that the number of eligible persons listed here is based on the original release and is an estimated number that may increase or decrease. Also, the number of rights represents the maximum number and depending on the number of applications, this number may decrease.
(2) Class and amount of stock to be issued upon exercise of subscription rights
The class of stock to be issued upon exercise of subscription rights shall be common stock of Yahoo Japan Corporation. Each subscription right may be exchanged for 1 share of common stock ("the shares") upon exercise (Without adjustment, the maximum number of shares to be issued upon exercise of all subscription rights granted shall be 271,700 shares).
If the Company splits or consolidates its shares after the date of granting subscription rights, the number of shares to be issued upon exercise of a subscription right shall be adjusted in accordance with the following formula. However, such adjustment shall only be made in relation with subscription rights that have not been exercised at such time. Fractions below 1 share caused by such adjustment are to be rounded down.
[Number of shares after adjustment] = [number of shares before adjustment] x [stock-split or consolidation ratio]
Furthermore, if the Company issues new shares at a price below market value, or transfers its treasury shares (excluding capital increases at market value, issuance of new shares due to exercise of subscription rights, or rights attached to warrants (shinkabu hikiuke ken)), or carries out a statutory merger or consolidation with other companies, or spins off part of its business, or makes a share exchange (kabushiki kokan) or share transfer (kabushiki iten), or makes gratis issuances of shares, or in any other appropriate cases, the Company may adjust the number of shares issued upon exercise of a subscription right in a reasonable manner accordingly. However, such adjustment shall only be made in relation with subscription rights that have not been exercised at such time. Fractions below 1 share caused by such adjustment are to be rounded down.
(3) Total number of subscription rights to be granted
271,700 rights
However, this is only the expected allocation amount, and if the employees scheduled to be granted subscription rights as indicated in (1) above are no longer employees or directors of the Company or its subsidiaries at the time of granting the subscription rights, or if the total amount of subscription rights applied for is less than the amount stated above, the total amount of subscription rights to be granted shall be the total amount of subscription rights applied for by the employees.
(4) Amount of money to be paid in exchange per subscription right
The value of each subscription right will be 272 yen per right. However, such value will be determined by the third party price calculation agency Plutus Consulting Co. Ltd. Which will determine value after inspection of our stock information etc. and based on the Monte Carlo Simulation model. Also the subscription rights will be offered at fair value and therefore the offering is not considered unreasonably favorable.
(5) Amount of Payment upon exercise of subscription rights
Payment made upon exercise of subscription rights shall be in the form of cash. The amount to be paid upon exercise of 1 subscription right shall be the amount determined by multiplying the value of 1 share (hereinafter referred to as the "Exercise Price") by the number of common shares
exchangeable for 1 subscription right.
The Exercise Price shall be set at 32,400 yen.
If the Company splits or reverse-splits its stock or issues new shares at any price below the market value or transfers its treasury shares after the granting date of subscription rights (excluding capital increases at market value, and issuance of new shares due to the exercise of subscription rights or rights attached to warrants), the exercise price shall be adjusted by the following formula, with fractions below ¥1 caused by such adjustment to be rounded up.
In the formula below, the "Number of Issued Shares" shall be the number of issued shares of the Company minus the number of treasury shares being held. In the case of transfer of treasury shares, the items in the following calculation shall be changed as follows. "Number of New Shares" shall read "Number of Shares Transferred out of Treasury". "Number of Increased Shares by
splitting stock or issuing new shares" shall read "Shares Transferred".
Exercise Price
Exercise Price
Number of
Issued Shares +
Number of New Shares ×Subscription Price per Share
Share Price before splitting or reverse-splitting stock or issuing new shares
after Adjustment = before Adjustment ×
Number of Issued Shares + Number of Increased Shares by splitting stock or issuing new shares
(with reverse-splits the number of shares)
Furthermore, if subscription rights remain valid after a statutory merger or consolidation with other companies, or after a spin-off of part of business, or after a share exchange or share transfer, or after a gratis issuance of shares, or in any other appropriate cases, the Company may adjust the exercise price accordingly.
(6) Date of granting subscription rights
March 1, 2013
(7) Issue of subscription right certificate
No certificate shall be issued.
(8) The amount by which Capital and Additional Paid-In Capital will increase in cases where shares are issued upon exercise of subscription rights
The amount of increase in Capital shall be 50% of the Increase Maximum in Capital Etc. (shihonkin-to-zoka-gendogaku) as calculated according to the method provided for in the Company Accounting Regulations, Article 17, Paragraph 1, with fractional amounts of less than ¥1 being rounded up. Additional Paid-In Capital shall increase by the remaining amount.
(9) Period to exercise subscription rights
From July 1, 2014 to February 28, 2023
(10) Conditions for the exercise of subscription rights
