SOFTBANK CORP. (the “Company”) announces that the Board of Directors today decided the details of stock acquisition rights to be issued as stock options (the “Stock Acquisition Right(s)”) pursuant to Article 280-20, 280-21 of the Commercial Code of Japan and the resolution at the 24th ordinary general meeting of shareholders of the Company held on June 24, 2004.
274,000 shares of common stock of the Company
2,740
The number of shares to be allotted to each Stock Acquisition Right (the “number of shares to be allotted”) shall be 100 shares. In the case that the Company splits or consolidates outstanding shares after the day on which the Stock Acquisition Rights are issued (the “issue date”), the number of shares to be allotted shall be adjusted proportionately based on the stock split or consolidation ratio with any amount less than one share arising out of such adjustment to be discarded.
Charge free issue
On October 8, 2004
The amount to be paid per share upon the exercise of each Stock Acquisition Right (the “exercise price”) will be determined on October 8, 2004. The exercise price shall be the amount which is the average of the closing prices of the Company’s shares of common stock on the Tokyo Stock Exchange on each day (other than any day on which no sale is reported) of the month immediately preceding the month in which the issue date of the Stock Acquisition Rights falls or the closing price reported on the issue date of the Stock Acquisition Rights (the closing price of the immediately preceding day, in case no sale is reported on the day of the issue), whichever is higher, multiplied by 1.03 with any amount less than one Japanese yen arising out of such calculation to be rounded upward to the nearest yen.
In case that the Company makes a stock split, issues new shares or disposes of its treasury stock at a price less than the current market price (other than shares issued upon exercise of stock acquisition rights or subscription rights), the exercise price shall be adjusted in accordance with the following formula (the “adjustment formula for the exercise price”) with any amount less than one Japanese yen arising out of such calculation to be rounded upward to the nearest yen.
The “no. of shares issued” used in the adjustment formula for the exercise price shall be the number of issued shares of the Company after deducting the number of its treasury stock at that time. In the event that the Company disposes of its treasury stock, the “no. of shares newly issued” and “share price prior to stock split or new issue” used in the adjustment formula for the exercise price shall be read as meaning the “no. of treasury shares to be disposed of” and the “share price prior to disposal” respectively. Furthermore, in case that the Company makes a merger with another company, a division, a reduction of paid-in capital, a reverse split or in other similar cases where the exercise price for the Stock Acquisition Rights needs to be adjusted, the exercise price shall be appropriately adjusted within the rational bounds.
From July 1, 2005, to June 30, 2010
(1) In case individuals who are allotted the Stock Acquisition Rights (the “holders of the Stock Acquisition Rights”) are the directors or employees of the wholly-owned subsidiary of the Company at the issue date, the Stock Acquisition Rights may be exercised according to the following conditions. Any amount less than one of the exercisable number of the Stock Acquisition Rights to be discarded.
b. 25% of the Stock Acquisition Rights may be exercised from October 1, 2005 to September 30, 2006.
c. 50% of the Stock Acquisition Rights may be exercised from October 1, 2006 to September 30, 2007.
d. 75% of the Stock Acquisition Rights may be exercised from October 1, 2007 to September 30, 2008.
e. All the Stock Acquisition Rights may be exercised from October 1, 2008 to June 30, 2010.
(2) The holders of the Stock Acquisition Rights must have positions in directors, auditors, advisers, employees of the Company or its subsidiaries or affiliates, or equal positions (the “qualification for exercise of right”) upon the exercise of the Stock Acquisition Rights.
(3) Regardless of (2), in case that the holders of the Stock Acquisition Rights are not reappointed as directors upon the termination of term after the beginning of the exercise period, the holders of the Stock Acquisition Rights may exercise the Stock Acquisition Rights until the expiration of exercise period, up to the exercisable amount on the date of loss of the qualification for exercise of right in accordance with (1).
(4) Regardless of (2), in case that the holders of the Stock Acquisition Rights lost the qualification for exercise of right by their death after beginning of the exercise period, its heir may exercise the Stock Acquisition Rights until the day on which 1 year from the death of the holders or the expiration of exercise period, whichever is earlier, up to the exercisable amount on the day of the death of the holders in accordance with (1) and (2).
(5) In case the Company accepts in writing, with due consideration of various fact, the holders to exercise the Stock Acquisition Rights after the day on which the holders lost the qualification for exercise of right, the holders may exercise the Stock Acquisition Rights.
(1) In case an agenda for approval of a merger agreement, under which the Company is dissolved, is approved at a general meeting of shareholders of the Company, or in case an agenda for approval of a stock exchange agreement or an agenda for share transfer, under which the Company becomes a wholly-owned subsidiary, is approved at a general meeting of shareholders of the Company, the Company may cancel the Stock Acquisition Rights without compensation.
(2) In case the holders of the Stock Acquisition Rights no longer fulfill the conditions for exercise of Stock Acquisition Rights, or the holders of the Stock Acquisition Rights renounce a part of or all the Stock Acquisition Rights, the Company may cancel the Stock Acquisition Rights without compensation.
(3) Furthermore, the Company may, at any time, acquire and cancel the Stock Acquisition Rights without compensation.
Any transfer of the Stock Acquisition Rights shall be subject to approval of the Board of Directors of the Company.
Certificates of Stock Acquisition Rights shall be issued only upon the request from the holders of the Stock Acquisition Rights.
To be determined on October 8, 2004.
The amount transferred to paid-in capital shall be the exercise price multiplied by 0.5, and any amount less than one Japanese yen arising out of such calculation shall be rounded upward to the nearest yen.
Directors and employees of domestic and wholly-owned subsidiary of the Company, 12 persons in total
1. Date of resolution of the Board of Directors that decided the proposal at the ordinary general meeting of shareholders: May 10, 2004
2. Date of resolution of the 24th ordinary general meeting of shareholders: June 24, 2004
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