Press Releases 2021

Notice Regarding Issuance of Stock Acquisition Rights (Stock Options)
(For Directors and Executive Officers of the Company)

(Issuance of Stock Acquisition Rights Pursuant to Articles 236, 238, and 240)

June 22, 2021
SoftBank Corp.

SoftBank Corp. (hereinafter the “Company”) hereby announces that at the meeting of the Board of Directors held on June 22, 2021, its Board of Directors resolved to issue stock acquisition rights as stated below (hereinafter “Stock Acquisition Rights”) to directors (excluding external directors) and executive officers of the Company, pursuant to Articles 236, 238, and 240 of the Companies Act.

Ⅰ. Purpose for Issuance of Stock Acquisition Rights

Stock Acquisition Rights will be issued to directors (excluding external directors; directors receiving Stock Acquisition Rights are hereinafter referred to as “Eligible Director(s)”) and executive officers of the Company (collectively with Eligible Director(s), hereinafter “Eligible Director(s) and (or) Officer(s)”) to enhance their motivation to increase corporate value by aligning their interests with those of shareholders, as well as to link the performance of the Company and its subsidiaries (hereinafter the “Group”) with the interests of the Company's directors (excluding external directors) and executive officers.

Ⅱ. Terms and Conditions of the Issuance of Stock Acquisition Rights

1. Details of Stock Acquisition Rights

(1) Class and number of shares to be issued or transferred upon exercise of Stock Acquisition Rights

The class of shares to be issued or transferred upon exercise of Stock Acquisition Rights (meaning stock acquisition rights issued in accordance with the terms and conditions of issuance; same applies below) shall be common stock of the Company. The number of shares to be issued or transferred upon exercise of each Stock Acquisition Right (the “Number of Shares to be Allotted”) shall be one hundred shares (the total number of shares to be issued or transferred upon exercise of all Stock Acquisition Rights is initially limited to 11,500,000).

However, in the event the Company conducts a stock split or a consolidation of shares with respect to the shares of its common stock, the Number of Shares to be Allotted shall be adjusted using the following formula, and the total number of shares to be issued or transferred upon exercise of all Stock Acquisition Rights shall be adjusted accordingly. Such adjustment shall be made only to the Number of Shares to be Allotted for Stock Acquisition Rights that have not yet been exercised at the time of the adjustment. Any fraction less than one share arising from the adjustment shall be rounded down.

Other than the above, in the event it becomes necessary to adjust the Number of Shares to be Allotted for Stock Acquisition Rights, the Number of Shares to be Allotted may be adjusted by the Company within the scope deemed reasonable. Such adjustment shall be made only to the Number of Shares to be Allotted for Stock Acquisition Rights, which have not yet been exercised at the time of the adjustment. Any fraction less than one share arising from the adjustment shall be rounded down.

(2) Amount of assets to be contributed upon exercise of Stock Acquisition Rights

The assets to be contributed upon exercise of Stock Acquisition Rights shall be cash, and the amount of the assets to be contributed upon exercise of each Stock Acquisition Right shall be an amount obtained by multiplying the price per share to be delivered upon exercise of Stock Acquisition Right hereafter determined (the “Exercise Price”), by the Number of Shares to be Allotted defined in (1) above.

The Exercise Price shall be an amount obtained by multiplying the average of the closing prices for regular trading of common stock of the Company on the Tokyo Stock Exchange (the “Closing Price”) for each day (excluding days on which there was no trading) of the month preceding the month to which the allotment date of Stock Acquisition Rights belongs, by 1.05 (with any fraction of less than one yen rounded up). However, if the amount is lower than the Closing Price on the allotment date of Stock Acquisition Rights (if there was no trading on that day, the Closing Price on the day immediately preceding), the Closing Price on the allotment date of Stock Acquisition Rights shall be the Exercise Price.

In the event the Company conducts, with respect to the shares of its common stock, a stock split or a consolidation of shares, the Exercise Price shall be adjusted using the following formula with any amount less than one yen arising from the adjustment to be rounded up.

In the event the Company newly issues shares of common stock or disposes of its treasury shares of common stock at a price below the current quotation (excluding the case upon exercise of stock acquisition rights), the Exercise Price shall be adjusted using the following formula with any amount less than one yen arising from the adjustment to be rounded up.

The “number of outstanding shares” provided in the above formula is derived by deducting the number of treasury shares of common stock of the Company from the total number of issued shares of common stock of the Company. In the event the Company disposes of its treasury shares of common stock, the “number of shares newly issued” shall be replaced by the “number of treasury shares to be disposed of.”

Other than the above, in the event it becomes necessary to adjust the Exercise Price for Stock Acquisition Rights, the Exercise Price may be adjusted by the Company within the scope deemed reasonable.

(3) Period during which Stock Acquisition Rights are exercisable

Period during which Stock Acquisition Rights are exercisable (the “Exercise Period”) is from April 1, 2023 to March 31, 2028.

(4) Matters concerning the capital and capital reserve to be increased

  1. 1)
    The amount of capital to be increased due to the issuance of shares upon exercise of Stock Acquisition Rights shall be one half (1/2) of the maximum amount of increase in the capital, etc. to be calculated according to Article 17, Paragraph 1 of the Corporate Accounting Regulations, with any amount less than one yen arising from such calculation to be rounded up.
  2. 2)
    The amount of capital reserve to be increased due to the issuance of shares upon exercise of Stock Acquisition Rights shall be the amount obtained by deducting the amount of capital to be increased set forth in 1) above, from the maximum amount of increase in the capital, etc. set forth in 1) above.

(5) Restriction on the acquisition of Stock Acquisition Rights through transfer

Any acquisition of Stock Acquisition Rights through transfer shall require the approval by resolution of the Board of Directors of the Company.

(6) Conditions for the exercise of Stock Acquisition Rights

  1. 1)
    The number of Stock Acquisition Rights that a holder of Stock Acquisition Rights (the “Right Holder”) may exercise during the period set forth in (ⅰ) to (ⅴ) below shall be limited to the number prescribed in these provisions. If there are any fractions less than one unit in the number of the exercisable Stock Acquisition Rights, the number shall be rounded down.
    1. From April 1, 2023 to March 31, 2024: Up to 20% of the number of Stock Acquisition Rights allotted
    2. From April 1, 2024 to March 31, 2025: Up to 40% of the number of Stock Acquisition Rights allotted, combined with Stock Acquisition Rights exercised during the period described in (ⅰ) above
    3. From April 1, 2025 to March 31, 2026: Up to 60% of the number of Stock Acquisition Rights allotted, combined with Stock Acquisition Rights exercised during the period described in (ⅰ) and (ⅱ) above
    4. From April 1, 2026 to March 31, 2027: Up to 80% of the number of Stock Acquisition Rights allotted, combined with Stock Acquisition Rights exercised during the period described in (ⅰ), (ⅱ), and (ⅲ) above
    5. From April 1, 2027 to March 31, 2028: Up to 100% of the number of Stock Acquisition Rights allotted, combined with Stock Acquisition Rights exercised during the period described in (ⅰ), (ⅱ), (ⅲ), and (ⅳ) above
  2. 2)
    A Right Holder may not exercise his/her Stock Acquisition Rights yet to be exercised if he/she loses all of his/her positions as a director or an employee (including that of an executive officer) of the Company or its subsidiaries (hereafter collectively referred to as “Qualification for Exercise of Right”).
  3. 3)
    Regardless of 2) above, in the case that a Right Holder loses his/her Qualification for Exercise of Right due to severance or the like for reasons of the Company or its subsidiaries, he/she may exercise Stock Acquisition Rights which could have been exercised if his/her Qualification for Exercise of Right had not been lost, only until the day on which one year from the day he/she lost his/her Qualification for Exercise of Right has passed or the expiration date of the Exercise Period, whichever is earlier, if the Company gives written approval, with due consideration of various facts, to the exercise of Stock Acquisition Rights.
  4. 4)
    Regardless of 2) and 3) above, in the case that a Right Holder loses his/her Qualification for Exercise of Right (excluding the case of the Right Holder's death), he/she may exercise Stock Acquisition Rights which could have been exercised if his/her Qualification for Exercise of Right had not been lost, if the Company gives written approval, with due consideration of various facts, to the exercise of Stock Acquisition Rights.
  5. 5)
    Regardless of 1), 2) and 3) above, in the case that a Right Holder loses his/her Qualification for Exercise of Right due to severance or the like for reasons of the Company or its subsidiaries, he/she may exercise Stock Acquisition Rights which could have been exercised if his/her Qualification for Exercise of Right had not been lost, without being bound by 1) above, if the Company gives written approval, with due consideration of various facts, to the exercise of Stock Acquisition Rights without being bound by 1) above.
  6. 6)
    Regardless of 2) above, in the case that a Right Holder loses his/her Qualification for Exercise of Right due to his/her death, heirs of the Right Holder may exercise Stock Acquisition Rights which the Right Holder could have exercised if he/she was alive, only until the day on which one year has passed following the day of the death of the Right Holder or the expiration date of the Exercise Period, whichever is earlier.
  7. 7)
    Regardless of 2) and 6) above, in the case that a Right Holder loses his/her Qualification for Exercise of Right due to his/her death, heirs of the Right Holder may exercise Stock Acquisition Rights which the Right Holder could have exercised if he/she was alive if the Company gives written approval, after due consideration of the facts, with respect to the exercise of Stock Acquisition Rights by the heirs of the Right Holder.
  8. 8)
    Except as specified in 6) and 7) above, succession of Stock Acquisition Rights by inheritance is not permitted. Inheritance of Stock Acquisition Rights again in the case of the death of the heir of the Right Holder is also not permitted.
  9. 9)
    In the case that, the exercise of Stock Acquisition Rights results in the total number of issued shares of the Company exceeding the total number of shares the Company is authorized to issue at that time, or results in the total number of issued class shares of common stock of the Company exceeding the total number of class shares of common stock the Company is authorized to issue at that time, then the Right Holder may not exercise those Stock Acquisition Rights.
  10. 10)
    A Right Holder may not exercise Stock Acquisition Rights yet to be exercised if he/she falls under any of sub-items ⅰ to ⅵ.
    1. In the case that the Right Holder is an employee (including an executive officer) of the Company or its subsidiaries and receives a demotion or severer disciplinary punishment stipulated in the working regulations of the Company or its subsidiaries (except in the event that the Company has given written approval for the exercise of all or part of the Stock Acquisition Rights in question by the Right Holder with due consideration of various facts)
    2. In the case that the Right Holder is a director of the Company or its subsidiaries and falls under any reason for disqualification stipulated in Article 331, Paragraph 1, Items 3 and 4 of the Companies Act
    3. In the case that the Right Holder is a director of the Company or its subsidiaries and carries out a transaction stipulated in Article 356, Paragraph 1, Item 1 of the Companies Act that competes with interests of the Company or its subsidiaries, without taking the procedures required under the Companies Act
    4. In the case that the Right Holder is a director of the Company or its subsidiaries and carries out a transaction stipulated in Article 356, Paragraph 1, Items 2 or 3 of the Companies Act that causes conflicts with the interests of the Company or its subsidiaries, without taking the procedures required under the Companies Act
    5. In the case that the Right Holder is sentenced to imprisonment or a severer penalty
    6. In the case that the Right Holder carries out an act regarded as discreditable or disloyal to the Company or its subsidiaries or affiliates

(7) Events that enable the Company to acquire Stock Acquisition Rights

  1. 1)
    The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company, in the case that an agenda for approval of one of the following is approved at the General Meeting of Shareholders of the Company (or, if approval of the General Meeting of Shareholders is not required, when resolved at the Board of Directors of the Company):
    • -
      a merger agreement, under which the Company shall be extinguished
    • -
      an absorption-type company split agreement or an incorporation-type company split plan, under which the Company shall be split
    • -
      a share exchange agreement or a share transfer plan, under which the Company shall become a wholly-owned subsidiary
  2. 2)
    The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that a Right Holder becomes unable to exercise all or part of his/her Stock Acquisition Rights in accordance with (6) above.
  3. 3)
    The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that a Right Holder waives all or part of his/her Stock Acquisition Rights.
  4. 4)
    The Company may acquire the Stock Acquisition Rights in question without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that the General Meeting of Shareholders of the Company approves the acquisition of all of the class shares subject to wholly call by the Company in accordance with Article 171, Paragraph 1 of the Companies Act.
  5. 5)
    The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that consolidation of shares regarding the class of shares to be issued upon exercise of Stock Acquisition Rights (limited to those generating fractions less than one as the number obtained by multiplying the share unit number of said stock by the ratio of share consolidation) is approved at the General Meeting of Shareholders of the Company.
  6. 6)
    The Company may acquire the Stock Acquisition Rights without compensation at the arrival of the day separately prescribed by the Board of Directors of the Company in the case that a request for sale of shares by a special controlling shareholder is approved by the Board of Directors of the Company.

(8) Treatment of Stock Acquisition Rights upon Reorganization

In the case that the Company conducts a merger (limited to the case where the Company is to be extinguished as a result of the merger), an absorption-type company split, an incorporation-type company split, a share exchange or a share transfer (hereafter collectively referred to as “Reorganization”), stock acquisition rights of the companies listed in (a) to (e) of Article 236, Paragraph 1, Item 8, of the Companies Act (the “Reorganized Company”) shall be delivered, in each of the above cases, to Right Holders holding Stock Acquisition Rights remaining at the effective time of Reorganization (“Remaining Stock Acquisition Rights”) according to the conditions described in 1) – 10) below. In such case, Remaining Stock Acquisition Rights shall be extinguished. However, the foregoing shall be on the condition that delivery of stock acquisition rights of the Reorganized Company in accordance with the following conditions is stipulated in an absorption-type merger agreement, a consolidation-type merger agreement, an absorption-type company split agreement, an incorporation-type company split plan, a share exchange agreement or a share transfer plan.

  1. 1)
    Number of stock acquisition rights of the Reorganized Company to be delivered
    The same number of stock acquisition rights as the number of the Remaining Stock Acquisition Rights held by a Right Holder shall be delivered to that Right Holder.
  2. 2)
    Class of shares of the Reorganized Company to be issued or transferred upon exercise of stock acquisition rights
    Shall be shares of common stock of the Reorganized Company
  3. 3)
    Number of shares of the Reorganized Company to be issued or transferred upon exercise of stock acquisition rights
    Shall be determined in accordance with (1) above, based on the consideration of conditions for Reorganization and other factors
  4. 4)
    Amount of assets to be contributed upon exercise of stock acquisition rights
    Shall be determined in accordance with (2) above, based on the consideration of conditions for Reorganization and other factors
  5. 5)
    Period during which stock acquisition rights are exercisable
    Shall be from the commencement date of the Exercise Period stipulated in (3) above, or the effective date of the Reorganization, whichever is later, to the expiration date of the Exercise Period stipulated in (3) above
  6. 6)
    Conditions for the exercise of stock acquisition rights
    Shall be determined in accordance with conditions for exercise as stipulated in (6) above
  7. 7)
    Matters concerning the capital and capital reserve to be increased when shares are issued upon exercise of stock acquisition rights
    Shall be determined in accordance with (4) above
  8. 8)
    Restriction on acquisition of stock acquisition rights through transfer
    Acquisition of stock acquisition rights through transfer shall require approval by the Reorganized Company
  9. 9)
    Conditions for acquisition of stock acquisition rights
    Shall be determined in accordance with (7) above
  10. 10)
    Treatment of stock acquisition rights upon Reorganization
    Shall be determined in accordance with (8)
  11. 11)
    In the case that the number of shares to be delivered to the Right Holders who have exercised stock acquisition rights includes any fraction less than one share, such fraction shall be rounded down.

(9) Handling of any fraction less than one share to be delivered

In the case that the number of shares to be delivered to a Right Holder who has exercised Stock Acquisition Rights includes any fraction less than one share, such fraction shall be rounded down.

(10) Matters concerning certificates for Stock Acquisition Rights

Certificates for Stock Acquisition Rights shall not be issued by the Company.

2. Total number of Stock Acquisition Rights

115,000 units

3. Payment of cash in exchange for Stock Acquisition Rights

No payment of cash is required upon issuance of Stock Acquisition Rights. Stock Acquisition Rights are stock acquisition rights allotted as incentive remuneration, and although no payment of cash is required, the issuance does not fall under a favorable price issue.

4. Allotment date of Stock Acquisition Rights

July 20, 2021

5. Due date for application

July 15, 2021

6. Persons to be allotted Stock Acquisition Rights, the number of such persons, and the number of Stock Acquisition Rights to be allotted

115,000 units to directors (excluding external directors) and executive officers of the Company, totaling 9 people

The number of the persons and the number of Stock Acquisition Rights to be allotted stated above are numbers representing upper limits and may decrease according to the number of applications and other factors.

7. Matters regarding transactions, etc. with controlling shareholders

Issuance of Stock Acquisition Rights qualifies in part as transactions or the like with controlling shareholders because one of the Eligible Directors and Officers who will receive allotment concurrently serves as a board director of SoftBank Group Corp., the parent company of the Company.

(1) Measures to ensure fairness and to prevent conflicts of interest

Issuance of Stock Acquisition Rights complies with provisions and procedures specified in laws, regulations, rules, and the like. In addition, the method of determining the Exercise Price and other details, conditions, and the like of the issuance is being implemented properly with no deviations from normal details and conditions, as indicated herein “Ⅱ. Terms and Conditions of the Issuance of Stock Acquisition Rights.” Moreover, in order to avoid a conflict of interest, the said director did not participate in the deliberations and resolution of the Board of Directors meeting related to the issuance of Stock Acquisition Rights.

(2) Opinions relating to not being disadvantageous to minority shareholders

The details of Stock Acquisition Rights and the appropriateness of the conditions have been discussed and resolved at the Company's Board of Directors meeting held today. In adopting a resolution at the said Board of Directors meeting, all of the external directors and external Audit & Supervisory Board members who have no relationship of interest with controlling shareholders have expressed their opinions today that the details and conditions of Stock Acquisition Rights to be resolved at the Board of Directors meeting are appropriate and are not disadvantageous to minority shareholders because (a) Stock Acquisition Rights are being implemented within the bounds of the matters approved at the 35th Annual General Meeting of Shareholders, (b) measures to ensure fairness and to prevent conflicts of interest have been taken as described above in “(1) Measures to ensure fairness and to prevent conflicts of interest”, (c) Stock Acquisition Rights are being implemented properly with no deviations from normal details and conditions as described herein “Ⅱ. Terms and Conditions of the Issuance of Stock Acquisition Rights,” and (d) the aim of Stock Acquisition Rights is to enhance Eligible Directors and Officers' motivation to increase corporate value by aligning Eligible Directors and Officers' interests with those of shareholders.

(3) Applicability of transactions, etc. with controlling shareholders and compliance with the policy on measures to protect minority shareholders

The “Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder” stated in the Company's Corporate Governance Report disclosed on April 1, 2021 is as follows. The issuance of Stock Acquisition Rights was decided based on the following policy, and the aim of such issuance is the provision of incentives to the Eligible Directors and Officers to sustainably increase the corporate value of the Company and the further promotion of the sharing of values between the directors and the shareholders. Therefore, the Company believes that the issuance of Stock Acquisition Rights to an Eligible Director or Officer who concurrently serves as board director of the parent company of the Company will be in the interests of minority shareholders and is in line with the following policy.

The Company recognizes that related party transactions including transactions with the parent company group are transactions that may have an impact on the financial position or the results of operations by using the advantageous position of the related party. As such, in implementing related party transactions, the Company carries out especially important transactions upon approval of the board of directors each time, by paying particular attention to whether such transactions are rational from a managerial standpoint of the Group and whether the terms and conditions of the transactions are appropriate compared to external transactions, in accordance with the Related Party Regulations and Related Party Transactions Management Manual.

Even with regard to related party transactions that do not fall under especially important transactions, the Finance and Accounting Division monitors the aggregate amount and details of such transactions once a year in principle.

In addition, the Board of Directors Rules stipulate that the board of directors must approve transactions conducted by directors if these may compete or cause conflicts with the Company's interests. Each transaction is subject to approval by the board of directors and the transaction results are reported to the board of directors.