1
June 9
th
, 2010
Corporate Name: Asahi Glass Co., Ltd.
President & CEO: Kazuhiko Ishimura
(Code Number: 5201; TSE 1st section)
Contact: Toshihiro Ueda, General Manager,
Corporate Communications & Investor Relations
(Tel: +81-3-3218-5408)
Notice on the Allotment of Stock Compensation-Type Stock Options
(Stock Acquisition Rights)
Please be informed that Asahi Glass Co., Ltd. (“the Company”) reached the decision at its meeting
of the Board of Directors on June 9
th
, 2010, to establish the following terms and conditions
regarding the offering stock acquisition rights as stock compensation-type stock options to its
directors (excluding outside directors) and executive officers who do not serve concurrently as
directors of the Company, and to solicit subscribers to said stock acquisition rights, in the
Company’s aim to share with its shareholders, the benefits and risks related to stock price
fluctuations, and to further enhance the motivation and willingness among directors of the
Company (excluding outside directors) as well as executive officers of the Company who do not
serve concurrently as directors of the Company to improve the Company’s stock price and
corporate value, pursuant to the provisions of Articles 236, 238 and 240 of the Corporate Law.
1.
Name of the Stock Acquisition Rights:
“Asahi Glass Co., Ltd. - Stock Acquisition Rights (Stock Compensation-type Stock Option) to
be issued in July 2010”; (hereinafter referred to as the “Stock Acquisition Right”)
2.
Persons Eligible for the Allotment of Stock Acquisition Rights, and the Number of Persons and
the Number of Stock Acquisition Rights to be Allotted:
The Company shall allot 130 Stock Acquisition Rights to 4 directors of the Company
(excluding outside directors) and 302 Stock Acquisition Rights to 21 executive officers who do
not serve concurrently as directors of the Company, for a total of 432 Stock Acquisition Rights
to 25 persons.
3.
Total Number of the Stock Acquisition Rights:
432
The above number is the total number of the Stock Acquisition Rights that are expected to be
allotted and, accordingly, in the event that the total number of application for subscription of
the Stock Acquisition Rights does not reach the above-mentioned number or there occurs a
2
reduction in the total number of the Stock Acquisition Rights to be allotted, the total number of
the Stock Acquisition Rights shall be equal to the total number of the Stock Acquisition Rights
that are actually allotted.
4.
Class and Number of Shares Underlying the Stock Acquisition Rights:
The type of shares underlying the Stock Acquisition Rights shall be common shares in the
Company, and the number of shares to be issued or transferred upon exercise of one Stock
Acquisition Right (hereinafter referred to as the “Number of Granted Shares”) shall be 1,000
shares; provided, however, that, when the Company conducts any share split (including any
allotment of common shares in the Company free of charge, and the same shall apply
hereinafter for any reference to share splits) or any share consolidation for its common shares
after the date of allotment of the Stock Acquisition Rights, the Number of Granted Shares shall
be adjusted in accordance with the formula set forth below and any fraction less than one whole
share arising therefrom shall be rounded down to the nearest one whole share.
Formula:
Post-Adjustment Number
of Granted Shares
=
Pre-Adjustment Number
of Granted Shares
×
Share split (or share consolidation)
ratio
Post-Adjustment Number of Granted Shares shall apply from the next day of the base date
of the share split in case of share split, and from the effective date of share consolidation in case
of share consolidation. However, if the share split shall be conducted on condition that (i) a
resolution of the general meeting of shareholders indicating that the amount of surplus will be
reduced and capital and capital reserve shall be increased accordingly will be approved and (ii)
the base date of such share split will be set prior to the date of completion of such general
meeting of shareholders, Post-Adjustment Number of Granted Shares shall, after the next day
of completion of such general meeting of shareholders, apply retroactively from the next day of
such base date.
In addition to the above, the Number of Granted Shares shall be adjusted to the extent
reasonable in the event there occurs any event that would require such adjustment after the date
of allotment of the Stock Acquisition Rights.
Furthermore, the Company shall, in adjusting the Number of Granted Shares, notify each
holder of the Stock Acquisition Rights registered in the Stock Acquisition Rights Register
(hereinafter referred to as the “Holders”) of the relevant matters by no later than the day
immediately preceding the date from which the Post-Adjustment Number of Granted Shares is
to be applied; provided, however, that, in the event the Company is unable to give such notice
prior to such date, the Company shall promptly give such notice thereafter.
3
5.
Amount of the Property to be Provided as Contribution upon the Exercise of the Stock
Acquisition Rights:
The amount of the property to be provided as contribution upon the exercise of each Stock
Acquisition Right shall be the amount calculated by multiplying the Number of Granted Shares
by one yen, the amount to be paid per share granted upon the exercise of each Stock
Acquisition Right (hereinafter referred to as “Exercise Price”).
6.
Period during which Stock Acquisition Rights may be Exercised:
From July 2
nd
, 2010 to July 1
st
, 2040.
7.
Matters Regarding the Amount of Capital and Capital Reserve to be Increased:
(1) The amount by which the capital will be increased as a result of the issuance of shares upon the
exercise of the Stock Acquisition Rights shall be the “maximum amount of increase in capital,
etc.” to be calculated in accordance with Paragraph 1, Article 17 of the Corporate Calculation
Rules multiplied by 0.5 (with any fraction less than one yen arising therefrom rounded up to the
nearest one yen).
(2) The amount by which the capital reserve will be increased as a result of the issuance of shares
upon the exercise of the Stock Acquisition Rights shall be the above-mentioned “maximum
amount of increase in capital, etc.” minus the above-mentioned amount of capital increase.
8.
Restrictions on Transfer of the Stock Acquisition Rights:
Transfer of the Stock Acquisition Rights shall be subject to an approval of the Board of
Directors of the Company.
9.
Event and Conditions of Acquisition of Stock Acquisition Rights:
The Company may acquire the Stock Acquisition Rights from the Holders free of charge on a
date to be separately designated by the Board of Directors of the Company in the event: (a) a
merger agreement under which the Company shall be the dissolving company is approved by a
resolution of the general meeting of shareholders; (b) a demerger agreement or a demerger plan
under which the Company shall be the transferor is approved by a resolution of the general
meeting of shareholders; or (c) a statutory share exchange (kabushiki kokan) agreement or a
statutory share transfer (kabushiki iten) agreement under which the Company shall be the
wholly-owned subsidiary is approved by a resolution of the general meeting of shareholders.
4
10.
Cancellation of the Stock Acquisition Rights or the Grant of the Stock Acquisition Rights by
the Successor Company in relation to Organizational Restructuring:
In the case where the Company conducts any merger (limited to cases where the Company is
the dissolving company), demerger by transfer to an existing company (kyushu-bunkatsu),
demerger by transfer to a newly established company (shinsetsu-bunkatsu), statutory share
exchange (kabushiki kokan) or statutory share transfer (kabushiki iten) (collectively, hereinafter
referred to as the “Organizational Restructuring”), each person that holds the Stock Acquisition
Rights that are outstanding immediately prior to the time at which the relevant Organizational
Restructuring becomes effective (hereinafter referred to as the “Outstanding Stock Acquisition
Rights”) shall be granted the stock acquisition rights to acquire shares in the respective
“kabushiki kaisha” as set forth in Article 236, Paragraph 1, Item 8(a) to 8(e) of the Corporate
Law (hereinafter referred to as the “Successor Company”), in which case, the Outstanding
Stock Acquisition Rights shall be cancelled, and new stock acquisition rights shall be issued by
the Successor Company; provided, however, that this shall be on condition that the issuance of
the stock acquisition rights by the Successor Company in accordance with the following terms
and conditions is set forth in the relevant merger agreement, demerger agreement or demerger
plan, statutory share exchange agreement or statutory share transfer plan:
(1) Number of the stock acquisition rights to be issued by the Successor Company:
Same number as the Outstanding Stock Acquisition Rights held by the relevant Holder.
(2) Class of the shares underlying the stock acquisition rights:
Common shares in the Successor Company.
(3) Number of the shares underlying the stock acquisition rights:
To be determined in accordance with Condition 4 above, upon taking into account the terms
and conditions of the relevant Organizational Restructuring.
(4) Amount of the property to be provided as contribution upon the exercise of each stock
acquisition right:
The amount of the property to be provided as contribution upon the exercise of each stock
acquisition right shall be calculated by multiplying the Post-Reorganization exercise price by
the number of shares underlying each stock acquisition right as set forth in (3) above. The
Post-Reorganization exercise price shall be one yen per share of the Successor Company to be
granted upon the exercise of the issued each stock acquisition right.
(5) Period during which the stock acquisition rights may be exercised:
The period commencing on the later of (i) the first day of the period during which the Stock
Acquisition Rights may be exercised as set forth in Condition 6 above or (ii) the date on which
the relevant Organizational Restructuring becomes effective, and ending on the expiration date
of the period during which Stock Acquisition Rights may be exercised as set forth in Condition
6 above.
5
(6) Matters regarding the amount of capital and capital reserve to be increased:
To be determined in accordance with Condition 7 above.
(7) Restrictions on transfer of the stock acquisition rights:
Transfer of the stock acquisition rights shall be subject to an approval of the Board of Directors
of the Successor Company.
(8) Event and conditions of acquisition of the stock acquisition rights:
To be determined in accordance with Condition 9 above.
11.
Treatment of Fractional Share Arising from the Exercise of the Stock Acquisition Rights:
If there arises any fractional share of less than one whole share as a result of exercising the
Stock Acquisition Rights, such fractional share shall be rounded down to the nearest one whole
share.
12.
Other Conditions for Exercise of Stock Acquisition Rights:
(1) No Stock Acquisition Rights may be exercised in part.
(2) Person to whom the Stock Acquisition Rights are allotted (hereinafter referred to as the
“Allottee”) may exercise such Stock Acquisition Rights in accordance with the Agreement
Concerning Allotment of Stock Acquisition Rights (hereinafter referred to as the “Agreement”)
executed between the Company and the Allottee, only if the exercise is made within a period of
10 years from the date immediately following the termination of the Allottee’s status as a
director and executive officer (hereinafter referred to as the “Exercise Commencement Date”)
(provided however, that the period is within that prescribed under Condition 6 above).
(3) Regardless of the provision aforementioned in (2), in case the following 1), 2) or 3) applies
(however when 2) applies, excluding the case in which Stock Acquisition Rights of the
Successor Company are issued to the Allottee in accordance with Condition 10 above, the
Allottee may exercise the Stock Acquisition Rights pursuant to the Agreement as long as it is
within the period prescribed respectively (provided, however, that the period is within that
prescribed under Condition 6 above).
1) In case the Exercise Commencement Date for the Allottee does not arrive on or before
July 1
st
, 2035:
From July 2
nd
, 2035 to July 1
st
, 2040
2) In case a proposal for authorizing a merger agreement under which the Company is the
dissolved company, or that for authorizing a statutory share exchange agreement or a
statutory share transfer agreement under which the Company is a wholly owned subsidiary,
is approved at the general meeting of shareholders of the Company (if a resolution at the
general meeting of shareholders is unnecessary, in case the decision is made at the meeting
of the Board of Directors of the Company):