Nomura Finalizes Details of Stock Options
Tokyo, July 17, 2009
—Nomura Holdings, Inc. (the “Company”) today announced that its
Executive Management Board
1
has finalized the details of the issuance of stock acquisition
rights as stock options as outlined below.
1. Stock Acquisition Rights to be Issued
1.1 Stock Acquisition Rights No. 31 (for directors, executive managing directors, senior
managing directors, and employees of the Company)
2
1.2 Stock Acquisition Rights No. 32 (for directors, executive managing directors, senior
managing directors, and employees of subsidiaries of the Company)
3
2. Reasons for Issuance of Stock Acquisition Rights as Stock Options
Stock Acquisition Rights No. 31 and Stock Acquisition Rights No. 32 are to be issued to directors, executive managing directors, senior managing directors, and employees of the Company as well as directors, executive managing directors, senior managing directors, and employees of subsidiaries of the Company, respectively, and the value of assets to be rendered upon the exercise of stock acquisition rights (“Exercise Price”) shall be determined based on the market price of the Company’s common stock at the time the Stock Acquisition Rights are granted. The Stock Acquisition Rights are expected to have the following benefits by restricting the exercise of the rights for two years 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 managing directors, senior managing
directors, 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 directors, executive managing directors, senior managing directors, and employees working in different business divisions and regions.
1
The Executive Management Board consists of the CEO, COO, Business Division CEOs and any other executive managing
directors 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 managing directors of the Company in accordance with decisions made by the Compensation Committee.
2
Stock Acquisition Rights No. 31 will be issued as stock options in accordance with Articles 236, 238 and 240 of the Companies
Act of Japan.
3
Stock Acquisition Rights No. 32 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 Managing Directors of the Company
Stock
Acquisition
Rights
Directors and Executive Managing
Directors
(Excluding Outside Directors)
Outside Directors
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.
31
14 1,030
*
103,000
6
120
**
12,000
* Number of grants per person is between 20 and 100
**Number of grants per person is 20
Stock Acquisition Rights to be Granted to Senior Managing Directors and Employees
Stock
Acquisition
Rights
Senior Managing Directors and
Employees of the Company
Directors, Executive Managing Directors,
Senior Managing Directors, 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.
31
13 610
***
61,000
―
―
―
Stock
Acquisition
Rights No.
32
―
―
―
1,008
24,120
****
2,412,000
*** Number of grants per person is between 30 and 50
****Number of grants per person is between 5 and 100
Further, Stock Acquisition Rights No. 31 to be granted to directors, executive managing directors,
senior managing directors, and employees of the Company are deemed to be
remuneration for duties performed. 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. 31
No. 32
1. Grantees
Total of 33 directors, executive managing directors, senior managing directors, and employees of the Company
Total of 1,008 directors, executive managing directors, senior managing directors, and employees of subsidiaries of the Company
2. Total Number of
Stock Acquisition Rights
1,760
24,120
3. Value of Assets to
be Rendered upon the Exercise of Stock Acquisition Rights, or the Method for Calculating Such Value
The product of (i) the higher price of either the average of the daily closing prices of the common stock of the Company in regular transactions at the Tokyo Stock Exchange during July 2009 (excluding dates on which no trade is made) or the closing price on the date of granting (if there is no closing price on the grant date, the most recent closing price prior to the grant date shall apply), and (ii) 1.05. Any fraction less than one (1) yen shall be rounded up to the nearest 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
August 6, 2011, to August 5, 2016
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
No. 31
No. 32
commencement of exercise. In the event of certain circumstances prescribed separately (see note 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 the Annual Meeting of 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
August 5, 2009
No. 31
No. 32
13. Stock
Acquisition
Rights Certificate
The Company shall not issue any Stock Acquisition Rights certificate.
Note: 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 the Annual Meeting of
Shareholders was made on May 15, 2009.
2. Resolution of the 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 about 26,000 staff worldwide. Nomura’s unique understanding of Asia enables the company to make a difference for clients through five business divisions: retail, global markets, investment banking, merchant banking, and asset management. For further information about Nomura, please visit
www.nomura.com
.
Ends