To whom it may concern
November 2, 2011
Yahoo Japan Corporation
Masahiro Inoue, President & CEO Stock code: 4689
Today, Yahoo Japan Corporation decided to grant subscription
rights as stock options to employees of the Company according
to Articles 238 and 240 of the Corporation Law of Japan as
outlined below.
1. Reason for granting subscription rights as stock
options
Through the granting of stock options, the Company further
intends to motivate and boost employee morale, improving the
business performance of the Company and realizing greater
corporate value.
2. Details of granting subscription rights
(1) Number of persons granted subscription rights and number
of subscription rights granted
Employees: 284 persons, 954 rights
(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 upon exercise (Without adjustment, the total number of
shares to be issued upon exercise of all subscription rights
granted shall be 954 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.
(3) Total number of subscription rights to be granted
954 rights
If the employees scheduled to be granted subscription rights
as indicated in (1) above are no longer employees of the
Company 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
No monetary transfer will occur. However, since subscription
rights are granted as incentive rewards, the fact that no
payment is made does not constitute advantageous
issuance.
(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 as determined by the method
below (hereinafter referred to as the "Exercise Price") by
the number of common shares exchangeable for 1 subscription
right.
The Exercise Price shall be the average value of the closing
price of the shares of
common stock of the Company announced by the Tokyo Stock
Exchange every day (excluding days when there is no trading)
during the month immediately preceding the month in which the
date of the granting of subscription rights falls, with
fractions below ¥1 to be rounded up. However, if the said
price is below the closing price of the shares of common
stock of the Company announced by the Tokyo Stock Exchange on
the date when the subscription rights are granted (if there
is no trading on the granting date, the first closing price
available for the date immediately prior to the granting
date), the latter transaction price shall be the exercise
price.
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
are decreased)
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
November 16, 2011
(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 November 3, 2013 to November 2, 2021
(10) Conditions for the exercise of subscription rights
-Persons who received subscription rights must also be
directors, employees, or hold an equivalent position at the
Company or its subsidiaries when they exercise their
subscription rights. However, this is
not applicable in cases where the Board of Directors deems
that there is justifiable reason to admit exceptions.
-If a person who is eligible to exercise subscription rights
is deceased before the exercise period of the subscription
rights begins, the subscription right becomes void. If a
person is deceased after the start of such period, his/her
inheritors may exercise such a person's subscription
right.
-Subscription rights cannot be transferred, pawned, or
otherwise disposed of.
-Other conditions in connection with the exercise of
subscription rights shall be subject to the agreement for the
allotment of subscription rights to be entered into between
the Company and the person entitled to the subscription
rights.
(11) Acquisition of subscription rights
-With the approval of a general shareholders' meeting (if the
approval of the general shareholders' meeting is not
required, then with approval of the Board of Directors)
of a merger agreement with another company in which the
Company is absorbed, or of an agreement on a share exchange
or share transfer which makes the Company a wholly owned
subsidiary of another company, the Company may acquire
existing subscription rights at a later specified date
decided by the Board of Directors without compensating
subscription right holders.
-If the holder of the subscription rights becomes unable to
exercise them due to the conditions stated in (10), the
Company may acquire the subscription rights at a later
specified date decided by the Board of Directors without
compensating the holder. However, in all the above cases, the
Company may wait until the end of the exercise period to
acquire the subscription rights in a lump sum
transaction.
(12) Limitation on the transfer of subscription rights
Any transfer of subscription rights must be approved by the
Board of Directors.
(13) Handling of subscription rights in the event of a
corporate reorganization
In the event of a merger (limited to the cases where the
Company ceases to exist after the merger), an absorption-type
company split, an Incorporation-type company split, a share
exchange or share transfer (hereinafter referred to in
general as "corporate reorganization"), when there are
holders of subscription rights after the end of their
validity period due to corporate reorganization (hereinafter
referred to as "Remaining Subscription Rights"), the Company
shall exchange those remaining subscription rights with the
subscription rights of the reorganized companies as
stipulated by the Corporation Law of Japan, Article 236,
Paragraph 1, items 8, No. 1 to 5 (hereinafter referred to as
"Reorganization Companies") on a case by case basis according
to the agreement for such reorganization or according to
conditions given in the reorganization plan. In such cases,
the Remaining Subscription Rights will then be cancelled and
the Reorganized Companies will grant new subscription rights
to the persons previously holding Remaining Subscription
Rights instead.