Notice of Board of Directors Resolution for the Issuance of Stock Acquisition Rights

Transcription

1 Notice of Board of Directors Resolution for the Issuance of Stock Acquisition Rights To Our Shareholders: April 13, Kyobashi 2-chome, Chuo-ku, Tokyo, JAPAN Toyo Ink SC Holdings Co., Ltd. Katsumi Kitagawa, President and Representative Director Toyo Ink SC Holdings Co., Ltd. (President and Representative Director: Katsumi Kitagawa; hereinafter referred to as the Company ) hereby publicly announces that at a meeting of its board of directors held on April 13, 2018, it resolved to issue stock acquisition rights in accordance with the provisions of Article 240, Paragraphs 2 and 3 of the Companies Act, as outlined below. 1. Name of the Stock Acquisition Rights: Stock Acquisition Rights Series 4 of Toyo Ink SC Holdings Co., Ltd. 2. Total number of the Stock Acquisition Rights: 154 The aforementioned total number is the number of planned allotments. In the event that no subscription is made or in other cases where the total number of the Stock Acquisition Rights to be allotted is reduced, the total number of the Stock Acquisition Rights to be issued shall then be equal to the total number of the Stock Acquisition Rights to be allotted. 3. Class and number of shares underlying the Stock Acquisition Rights The class of shares underlying the Stock Acquisition Rights shall be common stock of the Company, and the number of shares underlying each of the Stock Acquisition Rights(hereinafter referred to as the Number of Shares to Be Granted ) shall be 1,000.However, the Number of Shares to Be Granted shall be adjusted in accordance with the following formula if the Company conducts a stock split (including a gratis allotment of the common stock of the Company; the same shall apply hereinafter to descriptions of stock splits) or reverse stock split of its common shares on or after the date of the allotment of the Stock Acquisition Rights (hereinafter referred to as the Allotment Date ).Fractions of less than one share generated as a result of the adjustment shall be rounded down. Number of Shares to Be Granted after the adjustment = Number of Shares to Be Granted before the adjustment x ratio of stock split or reverse stock split In the case of a stock split, the Number of Shares to Be Granted after the adjustment shall apply from the day immediately following the record date (or the effective date when no record date is specified) of the said stock split, and in the case of a reverse stock split, the Number of Shares to Be Granted after the adjustment shall apply from the day on which a reverse stock split becomes effective. However, in cases where the Company conducts a stock split subject to the approval of a proposal to reduce the amount of surplus and increase capital stock or reserves at a general meeting of shareholders of the Company, and the record date for the stock split shall be a day prior to the day of the conclusion of the said general meeting of shareholders, the Number of 1

2 Shares to Be Granted after the adjustment shall, after the day following the conclusion of such general meeting of shareholders, apply retroactively from the day after such record date. Further, in the event that the Company undergoes a merger or company split or any other similar event that requires the adjustment of the Number of Shares to Be Granted after the Allotment Date, the Company may make the appropriate adjustment to the Number of Shares to Be Granted within a reasonable range. When making an adjustment to the Number of Shares to Be Granted, the Company shall issue a notice or public notice of the pertinent details to each holder of the Stock Acquisition Rights recorded in the stock acquisition rights registry (hereinafter the Stock Acquisition Rights Holder ) no later than the day before the day on which the Number of Shares to Be Granted after the adjustment becomes effective. However, if the Company is unable to issue such notice or public notice by the day before the effective date of the said adjustment, the Company shall issue such notice or public notice promptly thereafter. 4. Value of the assets to be contributed upon the exercise of the Stock Acquisition Rights The value of the assets contributed upon the exercise of the Stock Acquisition Rights (hereinafter referred to as the Exercise Value ) shall be 1 yen per share of stock that may be granted upon the exercise of the Stock Acquisition Rights, multiplied by the Number of Shares to Be Granted. 5. Period during which the Stock Acquisition Rights may be exercised From May 8, 2018 to May 7, Matters concerning increases in capital stock and capital reserves in the case of the issuance of shares upon the exercise of the Stock Acquisition Rights (1) The amount of capital stock to be increased in the case of the issuance of shares upon the exercise of the Stock Acquisition Rights shall be half of the maximum limit of capital increases, etc. as calculated in accordance with Article 17, Paragraph 1 of the Company Calculation Rules, and any fraction of less than 1 yen resulting from the calculation shall be rounded up to the nearest yen. (2) The amount of capital reserves to be increased in the case of the issuance of shares upon the exercise of the Stock Acquisition Rights shall be the maximum limit of capital increases, etc. set forth in (1)above less the amount of capital stock to be increased specified in (1) above. 7. Restrictions on the acquisition of the Stock Acquisition Rights by transfer The acquisition of the Stock Acquisition Rights by transfer shall require approval by resolution of the board of directors of the Company. 8. Conditions for the acquisition of the Stock Acquisition Rights The Company may acquire the Stock Acquisition Rights free of charge on a date to be separately determined by the board of directors of the Company in the event that any of proposals (1), (2), (3), (4) or (5) below is approved at a general meeting of shareholders of the Company (or by resolution of the board of directors of the Company if a resolution of a general meeting of shareholders is not required). (1) Proposal for approval of a merger agreement under which the Company shall be a dissolving company (2) Proposal for approval of a corporate split agreement or corporate split plan under which the Company shall be a split company (3) Proposal for approval of a share exchange agreement or share transfer plan under which the Company shall be a wholly-owned subsidiary of another company 2

3 (4) Proposal for approval of an amendment to the articles of incorporation of the Company to establish a provision regarding a requirement for the approval of the Company on the acquisition of all shares issued by the Company by transfer (5) Proposal for approval of an amendment to the articles of incorporation of the Company to establish a provision regarding a requirement for the approval of the Company on the acquisition by transfer of the class of shares underlying the Stock Acquisition Rights or regarding the acquisition by the Company of all such class of shares by resolution of a general meeting of shareholders of the Company 9. Policy for determining the contents of the granting of the Stock Acquisition Rights of a restructured company in organizational restructuring In the event that the Company undergoes a merger (limited to the cases where the Company shall be a dissolving company), an absorption-type company split or an incorporation-type company split (in each case limited to the cases where the Company becomes a split company), or conducts a share exchange or share transfer(in each case limited to the cases where the Company becomes a wholly-owned subsidiary of another company) (hereinafter collectively referred to as Acts of Structural Reorganization ), then the holders of the Stock Acquisition Rights of the Company remaining immediately prior to the effective date(for an absorption-type merger, the date when the absorption-type merger takes effect; for a consolidation-type merger, the date when the company incorporated upon the consolidation-type merger is incorporated; for an absorption-type company split, the date when the absorption-type company split takes effect; for an incorporation-type company split, the date when the company incorporated upon the incorporation-type company split is incorporated; for a share exchange, the date when the share exchange takes effect; and for a share transfer, the date when the wholly owning parent company through the share transfer is incorporated; the same shall apply hereinafter)of the Acts of Structural Reorganization (hereafter referred to as Remaining Stock Acquisition Rights ), for each of the cases, shall be provided with the Stock Acquisition Rights of a stock company (hereinafter referred to as the Restructured Company ) pursuant to Article 236, Paragraph 1, Item 8, a. to e. of the Companies Act. However, this shall only apply in cases where such provision of Stock Acquisition Rights of the Restructured Company is stipulated in the applicable absorption-type merger agreement, consolidation-type merger agreement, absorption-type company split agreement, incorporation-type company split plan, share exchange agreement or share transfer plan. (1) Number of the Stock Acquisition Rights of the Restructured Company to be granted The same number of Stock Acquisition Rights as the Remaining Stock Acquisition Rights possessed by each Stock Acquisition Rights Holder shall be granted. (2) Class of shares of the Restructured Company underlying the Stock Acquisition Rights This shall be common stock of the Restructured Company. (3) Number of shares of the Restructured Company underlying the Stock Acquisition Rights This shall be determined according to 3. above, taking into account the conditions of the Acts of Structural Reorganization, etc. (4) Value of assets to be contributed upon the exercise of the Stock Acquisition Rights The value of assets contributed upon the exercise of each of the Stock Acquisition Rights to be Granted shall be the Exercise Value after the structural reorganization described below, multiplied by the Number of 3

4 Shares to Be Granted of the Restructured Company underlying the Stock Acquisition Rights to be determined pursuant to (3) above. The Exercise Value after the structural reorganization shall be 1 yen per share of the stock of the Restructured Company that may be granted upon the exercise of each of the Stock Acquisition Rights to be Granted. (5) Period during which the Stock Acquisition Rights may be exercised This shall be from whichever date is the later of the start date of the period when the Stock Acquisition Rights may be exercised as specified in 5. above and the effective date of the Acts of Organizational Restructuring, until the expiration date of the period when the Stock Acquisition Rights may be exercised as specified in 5. above. (6) Matters concerning increases in capital stock and capital reserves in the case of the issuance of shares upon the exercise of the Stock Acquisition Rights This shall be determined based on 6. above. (7) Restrictions on the acquisition of the Stock Acquisition Rights by transfer The acquisition of the Stock Acquisition Rights by transfer shall require approval by resolution of the board of directors of the Restructured Company. (8) Conditions for the acquisition of the Stock Acquisition Rights This shall be determined based on 8. above. (9) Other conditions of the exercise of the Stock Acquisition Rights This shall be determined based on 11. below. 10. Arrangements for fractions of less than one share generated upon exercise of Stock Acquisition Rights Any fraction of less than one share in the Number of Shares to Be Granted to a Stock Acquisition Rights Holder who exercises the Stock Acquisition Rights shall be rounded down. 11. Other conditions for exercising the Stock Acquisition Rights (1) A Stock Acquisition Rights Holder may exercise the Stock Acquisition Rights within the period set forth in 5.aboveon and after the day when three years have elapsed from the day immediately following the Allotment Date. However, if the Holder no longer holds the position of Director, Corporate Officer, Audit & Supervisory Board Member, General Counsel, or Corporate Advisor of the Company, he/she may exercise the Stock Acquisition Rights on the day immediately following the date of the relevant loss of the position. (2) Notwithstanding the provisions of (1) above, if a proposal to approve a merger agreement under which the Company becomes a dissolving company or a proposal to approve a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary of another company is passed at a general meeting of shareholders of the Company (or by resolution of the board of directors of the Company if the resolution of a general meeting of shareholders is not required), the Stock Acquisition Rights Holders may exercise the Stock Acquisition Rights only within fifteen days from the day immediately following the date of the relevant approval. However, this shall exclude any cases where it is set forth in the merger agreement, share exchange agreement or share transfer plan that the Stock Acquisition Rights of the Restructured Company shall be granted to the Stock Acquisition Rights Holders of the Company in accordance with 9. above. (3) The provisions of (1) above shall not apply to any person who has succeeded the Stock Acquisition Rights 4

5 by inheritance. (4) If a Stock Acquisition Rights Holder relinquishes his/her Stock Acquisition Rights, he/she may not exercise the relevant Stock Acquisition Rights. 12. Method for calculating the amount to be paid for the Stock Acquisition Rights The amount to be paid for each of the Stock Acquisition Rights shall be the option price per share calculated based on the following basic figures from (2) to (7) according to the formula of the Black-Scholes model below, multiplied by the Number of Shares to Be Granted (with any fractions of less than one yen being rounded to the nearest yen).} In which; (1) Option price per share (C ) (2) Stock price (S): The closing price for regular trading of the Company s common stock on the Tokyo Stock Exchange on May 7, 2018 (the base price for the next trading day if there is no closing price) (3) Exercise price (X): 1 yen (4) Expected period remaining (T): 5 years (5) Stock price volatility (σ): Stock price volatility rate calculated based on the closing price on each regular trading day of the Company s common stock during the five-year period (from May 7, 2013 until May 7, 2018) (6) Risk-free interest rate (r): The interest rate on Japanese government bonds with the years remaining corresponding to the expected period remaining (7) Dividend yield (q): Dividend per share (actual dividends paid for the fiscal year ended December 31, 2017) divided by the share price as specified in (2) above (8) Cumulative distribution function of the standard normal distribution (N(.)) 13. Date of allotment of the Stock Acquisition Rights: May 7, Due date of payment of money in exchange for the Stock Acquisition Rights: May 7, Method of submitting requests to exercise the Stock Acquisition Rights and payment method (1) When making a request to exercise the Stock Acquisition Rights, a Stock Acquisition Rights Holder shall complete an exercise request using the form designated by the Company and submit it to the location for submitting exercise requests specified in 16. below after affixing his/her signature and seal to such exercise request. (2) In addition to submitting the exercise request form specified in (1) above, the Stock Acquisition Rights Holder shall remit the entire amount of the value of the assets contributed upon the exercise of each of the Stock Acquisition Rights, multiplied by the number of the Stock Acquisition Rights related to the relevant exercise, in cash to an account designated by the Company held with the subscription payment handling location specified in 17. below by the date designated by the Company. 5

6 16. Location for submitting exercise requests The Secretariat of the Group or any other divisions in charge of such business from time to time. 17. Subscription payment handling location upon the exercise of the Stock Acquisition Rights The Kyobashi Branch of the Bank of Tokyo-Mitsubishi UFJ, Ltd. or any other successor bank or successor branch thereof from time to time. 18. Effective date, etc. for the exercise of the Stock Acquisition Rights (1) Upon the exercise of the Stock Acquisition Rights, the Stock Acquisition Rights Holder shall be a shareholder of the common stock of the Company, which is the subject of the Stock Acquisition Rights, pursuant to the provisions of the applicable laws and regulations. (2) Immediately after the execution of the Stock Acquisition Rights, the Company shall follow the necessary procedures to enter or record the shares acquired by the Stock Acquisition Rights Holder upon the exercise of the Stock Acquisition Rights in his/her account that he/she shall have opened in advance with a financial instruments business operator, etc. designated by the Company. 19. Treatment of the replacement of the provisions of the terms and conditions of the Stock Acquisition Rights and other measures If it becomes necessary to replace any of the provisions of these terms and conditions of the Stock Acquisition Rights or to take other measures, the Company may amend any of the provisions of these terms and conditions in a manner that the Company deems appropriate pursuant to the provisions of the Companies Act and in accordance with the objectives of the Stock Acquisition Rights, and such amendment shall comprise a part of these terms and conditions. 20. Public notification of terms and conditions The Company shall keep a certified copy of these terms and conditions of the Stock Acquisition Rights at its head office and make such copy available to the Stock Acquisition Rights Holders for review during its business hours. 21. Other matters regarding the Stock Acquisition Rights shall be determined as necessary by the President and Representative Director of the Company at his sole discretion. ### 6