TIDM17NX
RNS Number : 0971Q
Mitsubishi Corporation
24 June 2022
Translation of report filed with the Tokyo Stock Exchange on
June 24, 2022
Allotment of Stock Options For Former Senior Vice Presidents
Mitsubishi Corporation (the "Company") has announced that at a
meeting held today the Company's Board of Directors established the
terms regarding the distribution of stock options to Directors,
Executive Officers and Senior Vice Presidents ("riji") of the
Company(*), which were resolved by the Board of Directors to
distribute to Executive Officers and Senior Vice Presidents
("riji") but put on hold due to overseas assignment, pursuant to
Article 236-1, Article 238-1 and -2 and Article 240-1 of the
Companies Act of Japan, as well as a resolution concerning the
solicitation of subscribers to said stock options. The stock
options are being distributed to provide further incentive and
motivation to improve the Company's performance and further align
Executive Officers and Senior Vice Presidents ("riji") interests
with those of shareholders.
(*) The Senior Vice President ("riji") position has been
abolished as of March 31, 2019.
1. Name of the Stock Options
Mitsubishi Corporation, 2022 Stock Options Plan A for a
Stock-linked Compensation Plan.
2. Total Number of Stock Options 78
The above total is the number of stock options to be allotted.
Where there is a decrease in the total number of stock options to
be allotted, such as when there are no subscriptions for some of
the rights, the total number of stock options to be issued shall be
the total number of stock options allotted.
Eligible persons and number, as well as planned number of stock
options to be allocated are as follows.
Former Senior Vice Presidents ("riji") who do not serve
concurrently as Directors (3) : 78
3. Class and Number of Shares to Be Issued for the Purpose of Issuing Stock Options
The class of share to be issued upon the exercise of stock
options shall be the Company's common stock, and the number of
shares to be issued per stock option (hereinafter the "Number of
Shares Granted") shall be 100.
However, if the Company conducts a stock split (including a free
distribution of the Company's common stock; the same definition
applies to stock splits described below) or consolidation of its
common stock after the date of allotment of the stock options
(hereinafter the "Allotment Date"), the Number of Shares Granted
shall be adjusted in accordance with the following formula.
Fractional shares arising out of the adjustment shall be
discarded.
Adjusted Number of Shares Granted = Original Number of Shares
Granted x stock split or stock consolidation ratio
In the case of a stock split, the Adjusted Number of Shares
Granted shall apply from the day after the record date of the said
stock split (or effective date when no record date is specified).
Whereas, in the case of a stock consolidation, the Adjusted Number
of Shares Granted shall apply from the day the stock consolidation
becomes effective. Provided, however, that in cases where the
Company conducts a stock split conditional on approval at a General
Meeting of Shareholders of the Company of a proposal to reduce
retained earnings and increase common stock and paid-in capital,
the record date for the stock split shall be the day prior to the
day on which said shareholders' meeting closes. In this case, the
Adjusted Number of Shares Granted shall retroactively apply from
the day after the day the applicable shareholders' meeting closes
and the day following the applicable record date.
In addition to the above items, when for unavoidable reasons it
is necessary to adjust the Number of Shares Granted after the
Allotment Date, the Company reserves the right to adjust the Number
of Shares Granted within reasonable limits.
Moreover, when the Number of Shares Granted is adjusted, the
Company shall notify or report, using the method stipulated in the
Articles of Incorporation, the pertinent details to persons holding
stock options listed in the original register of stock options
(hereinafter the "Stock Options Holder") no later than the day
prior to the day the Adjusted Number of Shares Granted becomes
effective. Provided, however, that in cases where the Company
cannot issue such a report or notice by the day before the said
application date, it will do so immediately on the application date
or soon thereafter.
4. Total Amount Payable Upon Exercise of Stock Options
The total amount payable upon exercise of one stock option shall
be determined by multiplying the price payable per share that can
be granted due to the exercise of stock options, which shall be 1,
by the Number of Shares Granted.
5. Stock Option Term
On or after July 12, 2022 through July 11, 2051
6. Increases in Common Stock and Additional Paid-in Capital for
Shares Issued Due to the Exercise of Stock Options
(1) If shares are issued due to the exercise of stock options,
common stock shall increase by half the limit for increase in
common stock calculated pursuant to Article 17-1 of the Ordinance
on Accounting of Companies. Any amount less than one yen shall be
rounded up to the nearest yen.
(2) If shares are issued due to the exercise of stock options,
additional paid-in capital shall increase by the amount remaining
after deducting the increase in common stock prescribed in (1) from
the limit for increase in common stock in (1).
7. Restrictions Applicable to the Acquisition of Stock Options
due to Transfer
Approval is required by resolution of the Company's Board of
Directors for the acquisition of stock options by transfer of
ownership.
8. Provisions for the Acquisition of Stock Options
There is no provisions for the Acquisition of Stock Options.
9. Policy for Determining Details of Cancellation of Stock
Options in an Organizational Reform and Granting of Stock Options
of Restructured Company
Where the Company conducts a merger (only where the Company is
to be dissolved due to the merger), an absorption-type corporate
divestiture or an establishment-type corporate divestiture (only
where the Company is to be separated), or a share exchange or share
transfer (only where the Company is to become a wholly owned
subsidiary)-(hereinafter generally the "Organizational
Restructuring")-the Company shall grant stock options of the
Company listed in Article 236, Paragraph 1-8 of the Companies Act
of Japan (hereinafter the "Restructured Company"), in each
respective case, to Stock Options Holders with stock options
remaining (hereinafter the "Remaining Stock Options") when the
Organizational Restructuring takes effect based on the following
conditions. In this case, the Remaining Stock Options shall be
cancelled and the Restructured Company shall issue new stock
options. Provided, however, that this shall be limited to cases
whereby the granting of stock options of the Restructured Company
in accordance with the conditions below is specified in the merger
agreement, new company merger agreement, absorption-type corporate
divestiture agreement, the establishment-type corporate divestiture
plan, share exchange agreement or share transfer plan.
(1) Number of stock options of the Restructured Company to be
granted
The same number of stock options as the Remaining Stock Options
held by the Stock Options Holder.
(2) Class of share of the Restructured Company to be issued for
the purpose of issuing stock options
The Restructured Company's common stock.
(3) The number of shares of the Restructured Company to be
issued for the purpose of issuing stock options Determined
according to 3. above based on consideration of the terms for the
Organizational Restructuring and other factors.
(4) Total amount to be invested upon exercise of stock
options
The total amount to be invested upon exercise of each stock
option to be granted shall be the amount resulting from multiplying
the amount to be paid after restructuring, as specified below, by
the number of shares of the Restructured Company to be issued for
the purpose of said issuing of stock options, as determined in
accordance with (3) above. The amount to be paid after
restructuring shall be 1 per share of the Restructured Company that
can be granted due to the exercise of each stock option that is to
be granted.
(5) Stock option term
The stock option term shall start at the beginning of the period
for exercising stock options specified in 5. above or the date on
which the Organizational Restructuring takes effect, whichever is
later, and end on the last day of the period for exercising stock
options specified in 5. above.
(6) Increases in common stock and additional paid-in capital for
shares issued due to the exercise of stock options
Determined according to 6. above.
(7) Restrictions applicable to the acquisition of stock options
due to transfer
Approval is required by resolution of the Restructured Company's
Board of Directors for the acquisition of stock options by transfer
of ownership.
(8) Provisions for the acquisition of stock options
Determined according to 8. above.
(9) Other conditions for the exercise of stock options
Determined according to 11. below.
10. Fractional Shares Arising From the Exercise of Stock
Options
Fractions of shares to be granted to the Stock Options Holder
that have exercised stock options shall be discarded.
11. Other Conditions for the Exercise of Stock Options
(1) A Stock Options Holder may exercise his/her stock options
from June 7, 2020 or the day after losing his/her position as both
Director (including an Executive Officer in a company with
committees), Executive Officer and Senior Vice President ("riji")
of the Company, whichever is earlier (hereinafter "Start of
Exercise Date"), within the period in 5. above.
(2) A Stock Options Holder may not exercise his/her stock
options after 10 years have passed from the day after losing
his/her position as both Director (including an Executive Officer
in a company with committees), Executive Officer and Senior Vice
President ("riji") of the Company.
(3) Regardless of (1) and (2) above, a Stock Options Holder may
exercise his/her stock options in cases specified below, so long as
this is done within the prescribed period. Provided, however, that
this shall exclude cases where stock options of the Restructured
Company are granted to the Stock Options Holder in accordance with
9. above.
In the event that a General Meeting of Shareholders approves (or
a resolution of the Company's Board of Directors is passed where
such shareholder approval is not required) a proposal for approval
of a merger agreement under which the Company is to be dissolved,
or a proposal for approval of a share exchange agreement or share
transfer plan under which the Company is to become a wholly owned
subsidiary:
A period of 15 days beginning on the day following the
particular approval or resolution date.
(4) In the event that a Stock Options Holder relinquishes
his/her stock options, such stock options cannot be exercised.
12. Amount to Be Paid for Stock Options
No payment is necessary for the stock options.
13. Allotment Date for the Stock Options
July 11, 2022
14. Changes to These Provisions and Other Matters
When it is necessary to replace these provisions or take other
related measures, the Company may make changes to these provisions
using a method it deems appropriate with regards to the handling of
such matters, according to the regulations of the Companies Act of
Japan and intent of the stock options. Such changes shall be
considered as part of these provisions.
(End)
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END
MSCUSSNRUBUNURR
(END) Dow Jones Newswires
June 24, 2022 02:49 ET (06:49 GMT)
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