Press Releases 2022
Notice Regarding Issuance of Stock Acquisition Rights
(Stock Options)
(Issuance of Stock Acquisition Rights Pursuant to Articles 236, 238, and 240)
June 23, 2022
SoftBank Corp.
SoftBank Corp. (hereinafter the “Company”) hereby announces that at the meeting of the Board of Directors held on June 23, 2022, its Board of Directors resolved to issue stock acquisition rights as stated below (hereinafter “Stock Acquisition Rights”) to executive officers and employees 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 executive officers and employees of the Company to enhance their motivation to increase corporate value by aligning their interests with those of shareholders, as well as to link the Company's performance with the interests of the Company's executive officers and employees.
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 547,400).
However, in the event the Company conducts a stock split or a consolidation of shares with respect to the shares of its common stock, after the allotment date of Stock Acquisition Rights, 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 amount 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 after the allotment date of Stock Acquisition Rights, it 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 amount 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 the Stock Acquisition Right, which shall be one yen (the “Exercise Price”), by the Number of Shares to be Allotted defined in (1) above.
(3) Period during which Stock Acquisition Rights are exercisable
Period during which Stock Acquisition Rights are exercisable (the “Exercise Period”) is from August 1, 2024 to July 31, 2029.
(4) Matters concerning the capital and capital reserve to be increased
- 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)
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)
A holder of Stock Acquisition Rights (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, an employee (including executive officer) or an advisor of the Company (collectively, “Qualification for Exercise of Right”).
- 2)
Regardless of 1) 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, voluntary resignation by the Right Holder, or resignation due to the expiration of the period of leave of absence (excluding cases of transfers to other companies that compete with businesses of the Group), he/she may exercise the approved number of Stock Acquisition Rights only until the day on which one year from the loss of Qualification for Exercise of Right has passed or the expiry date of the Exercise Period, whichever is earlier, if the Company approves in writing, with due consideration of various facts, him/her to exercise all or part of his/her Stock Acquisition Rights.
- 3)
Regardless of 1) and 2) 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 the approved number of Stock Acquisition Rights if the Company approves in writing, with due consideration of various facts, him/her to exercise all or part of his/her Stock Acquisition Rights.
- 4)
Regardless of 1) 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 that 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 expiry date of the Exercise Period, whichever is earlier.
- 5)
Regardless of 1) and 4) 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 that the Right Holder could have exercised if he/she was alive if the Company approves in writing, after due consideration of the facts.
- 6)
Except as specified in 4) and 5) 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 heirs of the Right Holder is also not permitted.
- 7)
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.
- 8)
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.
- ⅰ
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 by the Right Holder with due consideration of various facts)
- ⅱ
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
- ⅲ
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
- ⅳ
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 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
- ⅴ
In the case that the Right Holder is sentenced to imprisonment or a severer penalty
- ⅵ
In the case that the Right Holder carries out an act regarded as discreditable or disloyal to the Company or its subsidiaries or affiliates
- ⅰ
(7) Events that enable the Company to acquire Stock Acquisition Rights
- 1)
The Company may acquire 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, is 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)
The Company may acquire 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)
The Company may acquire 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)
The Company may acquire 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 the General Meeting of Shareholders of the Company approves the acquisition of all of the class shares subject to wholly call in accordance with Article 171, Paragraph 1 of the Companies Act.
- 5)
The Company may acquire 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 with 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)
The Company may acquire 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 1) - 10) described 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)
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)
Class of shares of the Reorganized Company to be issued or transferred upon exercise of stock acquisition rights
Shares of common stock of the Reorganized Company - 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)
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)
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 Reorganization, whichever is later, to the expiry date of the Exercise Period stipulated in (3) above - 6)
Conditions for the exercise of stock acquisition rights
Shall be determined in accordance with conditions for exercise as stipulated in (6) above - 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)
Restriction on acquisition of stock acquisition rights through transfer
Acquisition of stock acquisition rights through transfer shall require approval by the Reorganized Company - 9)
Conditions for acquisition of stock acquisition rights
Shall be determined in accordance with (7) above - 10)
Treatment of stock acquisition rights upon Reorganization
Shall be determined in accordance with (8) - 11)
In the case that the number of shares to be delivered to the 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
5,474 units
3. Payment of cash in exchange for Stock Acquisition Rights
The amount to be paid in for Stock Acquisition Rights will be the product of the stock option fair value unit price per share calculated based on the basic numerical value below in accordance with the Black-Scholes Model on the allotment date of Stock Acquisition Rights multiplied by the Number of the Shares to be Allotted (with any amount less than one yen arising from such calculation to be rounded up).
In this formula:
- 1)
Option price per share (C)
- 2)
Share price (S): Closing price for shares of common stock of the Company in regular trading on the Tokyo Stock Exchange on July 20, 2022 (if there is no closing price, then the standard price on the immediately following trading day)
- 3)
Exercise Price (X): One yen
- 4)
Estimated time to maturity (T): 2 years
- 5)
Volatility (σ): The volatility rate of share price, calculated using retrospective weekly share price information over the estimated time to maturity, starting from the allotment date
- 6)
Risk-free interest rate (r): The interest rate on Japanese government bonds for which the number of years to maturity correspond to the estimated time to maturity above
- 7)
Dividend yield (q): Dividend per share (the amount of actual dividends in the fiscal year ended March 31, 2022)÷share price as specified in 2) above)
- 8)
Cumulative distribution function of the standard normal distribution (N(×))
The amount calculated in accordance with the formula above constitutes the fair price of Stock Acquisition Rights and does not fall under an issuing at a discount from market price. Further, each person who intends to subscribe to Stock Acquisition Rights will acquire those Stock Acquisition Rights as a result of setting off the obligation to pay the amount to be paid in for the Stock Acquisition Rights against the remuneration claim he/she holds against the Company, instead of paying the amount to be paid in.
4. Allotment date of Stock Acquisition Rights
July 20, 2022
5. Due date for application
July 15, 2022
6. Persons to be allotted Stock Acquisition Rights, the number of such persons, and the number of Stock Acquisition Rights to be allotted
5,474 units to executive officers and employees of the Company totaling 109 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.