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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 Ordinary-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 terms and conditions
regarding the offering stock acquisition rights as ordinary-type stock options to its employees of
the Company as well as directors and employees of the Company’s subsidiaries, and to solicit
subscribers to said stock acquisition rights, in its aim to further enhance the motivation and
willingness of employees, etc. to improve the Group’s performance and contribute to the
enhancement of the Company’s corporate value, pursuant to the provisions of Articles 236, 238
and 239 of the Corporate Law and the resolution reached at the Company’s 85
th
Ordinary General
Meeting of Shareholders on March 30
th
, 2010.
1.
Name of the Stock Acquisition Rights:
“Asahi Glass Co. Ltd. – Stock Acquisition Rights (Ordinary-Type Stock Option) to be issued in
September 2010”; (hereinafter referred to as the “Stock Acquisition Rights”)
2.
Persons Eligible to 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 302 Stock Acquisition Rights for 61 persons including employees of
the Company and directors and employees of the Company’s subsidiaries.
3.
Total Number of the Stock Acquisition Rights:
302
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
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.
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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.
5.
Method of Calculation of the 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 amount of exercise price to
be paid per share (hereinafter referred to as the “Exercise Price”) by the Number of Granted
Shares.
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The Exercise Price shall be the average of closing prices (including quotations, hereinafter
referred to as the “Closing Price”) of the common shares in the Company on the Tokyo Stock
Exchange on each day during a 30-day trading period (excluding days on which there is no
trading) commencing 45 trading days prior to the next day of the date of allotment of the Stock
Acquisition Rights (hereinafter referred to as the “Allotment Date”), and any fraction less than
one yen arising therefrom shall be rounded up to the nearest one yen; provided, however, that,
if such calculated price is lower than the Closing Price on the Allotment Date, then the Exercise
Price shall be equal to the amount of the Closing Price on the Allotment Date.
6.
Adjustment of the Exercise Price:
(1) If any of the events set forth in (i) or (ii) below occurs after the Allotment Date, the Exercise
Price shall be adjusted by the following method and formula, and any fraction less than one yen
arising therefrom shall be rounded up to the nearest one yen.
(i) In the case where the Company conducts any share split or share consolidation for its
common shares:
The Exercise Price
shall be adjusted by the following formula:
Post-Adjustment
Exercise Price
=
Pre-Adjustment
Exercise Price
×
1
Share split (or share consolidation) ratio
(ii) In the case where the Company issues new shares (common shares) or disposes of its
treasury shares (common shares) at a price lower than the market price at the time, unless
such issuance of new shares or disposal of its treasury shares is made upon any exercise of
stock acquisition rights (including those attached to bonds with stock acquisition rights) or in
exchange for acquisition by the Company of its bonds with stock acquisition rights:
The Exercise Price
shall be adjusted by the following formula:
Post-Adjustment
Exercise Price
=
Pre-Adjustment
Exercise Price
×
Total number of
issued shares
+
Number of newly
issued shares
×
Amount of subscription
money per share
Market price immediately prior to the issuance
Total number of issued shares + Number of newly issued shares
1) The “Market price immediately prior to the issuance” as used in the above formula shall be
the average of the Closing Price of the common shares in the Company on the Tokyo Stock
Exchange on each day during a 30-day trading period (excluding days on which there is no
trading) commencing 45 trading days prior to the “Application Commencement Date for the
Post-Adjustment Exercise Price” as set forth in (2) below (hereinafter referred to as the
“Application Commencement Date”); provided, however, that the “average price” shall be
calculated to two decimal places and rounded to one decimal place (rounded up if the
number is 5 or more, rounded down if the number is less than 5).
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2) The “Total number of issued shares” as used in the above formula shall be the number of
issued and outstanding common shares in the Company as of the base date or, if there is no
such base date, as of the last day of the month immediately preceding the month to which the
Application Commencement Date belongs, less the number of common shares held by the
Company as treasury shares on the same date.
3) In the case of any disposal of treasury shares, the formula shall be applied by replacing
“Number of newly issued shares” with “Number of disposed treasury shares”, and “Market
price immediately prior to the issuance” with “Market price immediately prior to the
disposal”.
(2) Application Commencement Date for the Post-Adjustment Exercise Price
1) In the case of any share split, the Post-Adjustment Exercise Price as calculated pursuant to
(1) (i) above 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,
the Post-Adjustment Exercise Price shall, after the next day of completion of such general
meeting of shareholders, apply retroactively from the next day of such base date.
In the case referred to in the proviso above, if any Holder exercises the Stock Acquisition
Rights during the period from the day immediately following the base date of the share split
until the date of conclusion of the general meeting of shareholders at which a resolution is
passed for such capital increase by a reduction in the retained surplus, the number of shares
in the Company to be granted (hereinafter referred to as the “Pre-Split Number of Shares”)
shall be adjusted in accordance with the formula set forth below; provided, however, that any
fraction less than one whole share arising therefrom shall be rounded down to the nearest one
whole share:
Formula:
Post-Adjustment
Number of Shares
=
(Pre-Adjustment Exercise Price - Post-Adjustment Exercise Price)
×
Pre-Split Number of
Shares
Post-Adjustment Exercise Price
2) The Post-Adjustment Exercise Price as adjusted in accordance with (1) (ii) above shall be applied
on and after the date immediately following the subscription payment date of the shares to be
newly issued or disposed of (or, if there is a shareholder allotment date, on and after the date
immediately following such shareholder allotment date).
(3) The Company shall, in adjusting the Exercise Price, notify each Holder of the relevant matters by no
later than the day immediately preceding the Application Commencement Date, and in the event the
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Company is unable to give such notice prior to the day immediately preceding such Application
Commencement Date, the Company shall promptly give such notice thereafter.
7.
Period during which the Stock Acquisition Rights may be Exercised:
From September 1
st
, 2013 to August 31
st
, 2019.
8.
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.
9.
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.
10.
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.
11.
Cancellation of the Stock Acquisition Rights or the Grant of the Stock Acquisition Rights by
the Successor Company in relation to the 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