Notice on New Stock Issuance in the Form of Stock Options
Notice on New Stock Issuance in the Form of Stock Options
The Board of Directors of Eisai Co., Ltd. (hereinafter referred to as “the Company”) resolved at a meeting on May 14, 2008 to propose at the 96th Ordinary General Meeting of Shareholders to be held on June 20, 2008 to entrust a decision of items for subscription issued as stock options to the Board of Directors of the Company pursuant to Articles 236, 238 and 239 of the Corporation Law as follows.
In addition, the number of shares shall be adjusted rationally in the event of the occurrence, after the Date of Resolution, of unavoidable circumstances that necessitate an adjustment of the Number of Shares.
(2) Value of assets to be contributed for the exercise of stock options
The value of assets to be contributed for the exercise of stock options will be the amount to be paid per share of stock granted (“Exercise Price”) multiplied by the Number of Shares. The Exercise Price shall be the average closing price for the Company's ordinary shares on the Tokyo Stock Exchange on each day (excluding days on which no trading is concluded) of the month preceding the month in which the stock option is issued (“Issue Date”) (“Closing Price”) with amounts less than 1 yen rounded up to the nearest yen. However, if this amount is less than the Closing Price on the Issue Date (in the event that no trading is concluded on that date, the Closing Price of the day immediately preceding the date on which no trading is concluded), the Closing Price on the Issue Date. In the event that after the Issue Date the Company carries out a stock split or reverse stock split of its ordinary shares, the Exercise Price will be adjusted according to the following formula, with resulting amounts less than 1 yen rounded up to the nearest yen.
However, in the event that after the Issue Date the Company issues new ordinary shares or disposes of treasury stock at a price that is less than the market price (excluding the exercise of the sale of treasury stock pursuant to Article 194 of the Corporate Law [demand for sale of odd-lot shares by odd-lot shareholders]; and the exercise of reservation rights pursuant to Article 280-19 of the Commercial Code prior to the “Partial Revision of the Commercial Code” [2001 Law No. 128] or exercise of the conversion of securities to the Company's ordinary shares or exercise of the conversion of convertible shares or the exercise of reservation rights for the grant of the Company's ordinary shares including reservation rights attached to bonds with stock options), the Exercise Price shall be adjusted according to the following formula, with amounts less than 1 yen rounded up to the nearest yen.
In the above formula, the “ Number of newly issued shares” is the total number of shares excluding treasury stock shares related to ordinary shares held by the Company. In the event treasury stock shares are disposed of, the “ Number of newly issued shares” shall be read as “Number of treasury stock shares disposed of.”
In addition to the above, in the event of the occurrence of matters after the Issue Date that makes adjustment of the Exercise Price necessary, such as the gratis allotment of other types of shares to ordinary shareholders and the paying of dividends to ordinary shareholders of the shares of other companies, the Exercise Price shall be adjusted within rational bounds after taking into consideration the conditions, etc., of such allotments, dividends, etc.
(3) Exercise period for stock options
The period is From June 21, 2010 until June 20, 2018, decided by the Company's Board of Directors.
(4) Matters related to increase in capital and capital reserve upon the issuance of shares through the exercise of reservation rights for new shares
The acquisition of reservation rights for new shares by transfer shall require the approval of the Company's Board of Directors.
(6) Conditions for acquisition of reservation rights for new shares
When approval is granted for proposals i), ii), iii), iv) or v) below by resolution of the Company's General Meeting of Shareholders (or, in the case that the resolution of the General Meeting of Shareholders is not required, when approval is granted by resolution of the Company's Board of Directors or the Representative Executive Officer), the Company may acquire, free of charge, on the date separately stipulated by the Company's Board of Directors, reservation rights for new shares.
In the event that the Company merges (limited to the case that the Company ceases to exist as a result), merges and spins-off, newly spins-off, exchanges shares or relocates shares (referred to as “Organizational Restructuring” in whole,) shares will be granted under the following conditions to those who hold the remaining reservation rights for new shares (“Remaining Reservation Rights for New Shares”) for joint stock companies as listed in Article 236 Paragraph 1-8 to of the Corporate Law (“Reorganized Company”) just before the organizational restructuring came to effect. In this event, the Remaining Reservation Rights shall expire, and the Reorganized Company shall newly issue reservation rights for new shares. However, this shall be limited to the case that the granting of reservation rights for new shares according to the following conditions are stipulated in the merger by absorption agreement, new merger agreement, merger and spin-off agreement, new spin-off plan, share exchange agreement or share relocation plan.
When there is any fraction less than one share in the Number of Shares to be granted to those who exercise the reservation rights for new shares, such fraction shall be omitted.