Nomura Finalizes Details of Stock Options (Stock Acquisition Rights)
Tokyo, April 30, 2010—Nomura Holdings, Inc. (the “Company”) today announced that its
Executive Management Board* has finalized the details of the issuance of stock acquisition rights
as stock options as outlined below.
* The Executive Management Board consists of the CEO, COO, Business Division CEOs and any other
executive officers nominated by the CEO, and via Board of Directors resolutions decides important business
matters including the issuance of stock acquisition rights. Moreover, stock acquisition rights are granted to
individual directors and executive officers of the Company in accordance with decisions made by the
Compensation Committee.
1. Stock Acquisition Rights to be Issued
1.1 Stock Acquisition Rights No. 34 (for directors, executive officers and employees of the
Company)
1
1.2 Stock Acquisition Rights No. 35 (for directors, executive officers and employees of
subsidiaries of the Company)
2
1.3 Stock Acquisition Rights No. 36 (for employees of subsidiaries the Company)
2
2. Reasons for Issuance of Stock Acquisition Rights as Stock Options
The Exercise Price of Stock Acquisition Rights No. 34, No. 35 and No. 36 will be one (1) yen
per share and will be granted to directors, executive officers and employees of the Company
and subsidiaries of the Company in lieu of a portion of cash compensation.
The Stock Acquisition Rights are expected to have the following benefits by restricting the
exercise of the rights for two years (for Stock Acquisition Rights No. 34 and No. 35) or three
years (for Stock Acquisition Rights No. 36) after they are granted.
1. Retain talented personnel for longer terms by introducing deferred payment rather than
paying compensation entirely in cash.
2. Align the interests of directors, executive officers and employees with those of
shareholders by reflecting changes in shareholder value in compensation packages.
3. Create a common objective for Nomura Group in terms of improving performance and
trust by sharing a common incentive plan for executive officers and employees working
in different business divisions and regions.
1
Stock Acquisition Rights No. 34 will be issued as stock options in accordance with Articles 236, 238 and 240 of the Companies
Act of Japan.
2
Stock Acquisition Rights No. 35 and Stock Acquisition Rights No. 36 will be issued as stock options in accordance with Articles
236, 238 and 239 of the Companies Act of Japan under the solicitation plan determined by the 105
th
Annual Meeting of
Shareholders held on June 25, 2009.
News Release
3. Number of Stock Acquisition Rights Grants and Grantees
Stock Acquisition Rights to be Granted to Directors and Executive Officers of the Company
Stock
Acquisition
Rights
Directors and Executive Officers
(Excluding Outside Directors)
Number of Grantees
Number of Stock
Acquisition Rights
Shares of Common Stock
Under Stock Acquisition
Rights
Stock
Acquisition
Rights No.
34
13
18,325
1,832,500
Stock Acquisition Rights to be Granted to Employees
Stock
Acquisition
Rights
Employees of the Company
Directors, Executive Officers and
Employees of the Company’s
Subsidiaries
Number of
Grantees
Number of
Stock
Acquisition
Rights
Shares of
Common
Stock Under
Stock
Acquisition
Rights
Number of
Grantees
Number of
Stock
Acquisition
Rights
Shares of
Common
Stock Under
Stock
Acquisition
Rights
Stock
Acquisition
Rights No.
34
9
3,761
376,100
•
•
•
Stock
Acquisition
Rights No.
35
•
•
•
98
85,056
8,505,600
Stock
Acquisition
Rights No.
36
•
•
•
9
28,780
2,878,000
Further, Stock Acquisition Rights No. 34 to be granted to directors, executive officers and
employees of the Company are deemed to be remuneration for duties performed, and the
granting of these Stock Acquisition Rights is not classified as being under “especially
favorable conditions” as prescribed in Article 238-3-1 of the Companies Act of Japan.
The above figures for the number of stock acquisition rights are the projected numbers to be
granted. Should the number decrease due to grantees not applying or other reasons, the
revised number of Stock Acquisition Rights will be issued.
Summary of Stock Acquisition Rights
No. 34
No. 35
No. 36
1. Grantees
Total of 22 directors,
executive officers and
employees of the
Company
Total of 98 directors,
executive officers
and employees of
subsidiaries of the
Company
Total of 9
employees of
subsidiaries of the
Company
2. Total Number of
Stock Acquisition
Rights
22,086
85,056
28,780
3. Value of Assets to
be Rendered upon
the Exercise of
Stock Acquisition
Rights, or the
Method for
Calculating Such
Value
One (1) yen
4. Type and Number
of Shares Under a
Stock Acquisition
Right
The number of shares under a Stock Acquisition Right shall be 100
shares of common stock of the Company. Should events separately
prescribed by the Company occur, the number of stocks granted
under a Stock Acquisition Right will be adjusted according to a
method separately prescribed by the Company.
5. Paid-in Amount for
Stock Acquisition
Rights, or the
Method for
Calculating Such
Value
No payment shall be required for Stock Acquisition Rights.
6. Period for the
Exercise of Stock
Acquisition Rights
May 19, 2012, to May 18, 2017
May 19, 2013, to
May 18, 2017
7. Conditions for the
Exercise of Stock
Acquisition Rights
1. No Stock Acquisition Right may be exercised partially.
2. The Optionee must maintain a position as an executive or
employee of the Company or a subsidiary of the Company
during the period between the granting of the Stock Acquisition
Right and the commencement of the Exercise Period. In the
event of certain circumstances prescribed separately (see note
No. 34
No. 35
No. 36
below), the Optionee shall be deemed to be an executive or
employee of the Company or a subsidiary of the Company.
3. There must be no grounds for dismissal of the Optionee by
suggestion or disciplinary procedures at the time of Exercise in
accordance with the Employment Regulations of the Company
or the Company’s subsidiaries.
8. Matters with regard
to Capital Stock
and Capital
Reserve to be
Increased in the
Event of the
Issuance of Shares
upon the Exercise
of the Stock
Acquisition Right
1. Capital Stock to be Increased
Half of the amount of the maximum limit on an increase of
capital stock, etc. calculated in accordance with Article 17,
Paragraph 1 of the Corporate Calculation Regulations, and any
fraction of less than one yen resulting from the calculation shall
be rounded up to the nearest yen.
2. Capital Reserve to be Increased
Amount of the maximum limit of increase of capital stock, etc.
less the amount of capital stock to be increased.
9. Events for the
Acquisition of Stock
Acquisition Rights
by the Company
When a meeting of the Company’s shareholders approves a merger
agreement in which the Company is to be the extinguished company
or a share exchange agreement or share transfer proposal in which
the Company is to become a wholly owned subsidiary, the Company
may acquire the Stock Acquisition Rights for no compensation on a
day separately determined by the Board of Directors of the
Company or an executive officer designated by resolution of the
Board of Directors.
10. Restriction of
Acquisition of Stock
Acquisition Rights
by Assignment
Any assignment of Stock Acquisition Rights shall be subject to
approval by resolution adopted by the Board of Directors of the
Company.
11. Treatment
of
Stock Acquisition
Rights under
Organizational
Restructuring
The same shall apply as described in 9.
12. Grant
Date
of
Stock Acquisition
Rights
May 18, 2010
13. Stock Acquisition
Rights Certificate
The Company shall not issue any Stock Acquisition Rights
certificate.
Note: The Optionee allowed by the Company or a subsidiary of the Company satisfies all additional conditions for exercise of
Stock Acquisition Rights determined by the Company or subsidiary of the Company, retirement from office on account of the
expiration of the Optionee's term of office, retirement due to the attainment of retirement age, retirement due to reaching an
employment contract age limit, transfer by order of the Company or a subsidiary of the Company, retirement primarily due to
sickness or injuries arising in the conduct of business, discharge for a compelling business reason, or other similar reasons.
Reference Dates
1. Resolution by Board of Directors for submission of the proposal to Annual Meeting of
Shareholders was made on May 15, 2009.
2. Resolution of 105th Annual Meeting of Shareholders was made on June 25, 2009.
Nomura
Nomura is a leading financial services group and the preeminent Asian-based investment bank with worldwide reach. Nomura provides a broad range of innovative solutions tailored to the specific requirements of individual, institutional, corporate and government clients through an international network in over 30 countries. Based in Tokyo and with regional headquarters in Hong Kong, London, and New York, Nomura employs over 26,000 staff worldwide. Nomura’s unique understanding of Asia enables the company to make a difference for clients through five business divisions: retail, wholesale (global markets, investment banking, and other wholesale), and asset management. For further information about Nomura, please visit
www.nomura.com
.
Ends 