TIDM17NX
RNS Number : 7203D
Mitsubishi Corporation
23 June 2023
Translation of report filed with the Tokyo Stock Exchange on
June 23, 2023
Allotment of Stock Options For Directors and Executive
Officers
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 and
Executive Officers of the Company 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 Directors and Executive
Officers interests with those of shareholders.
1. Name of the Stock Options
Mitsubishi Corporation, 2023 Stock Options Plan D for a
Stock-linked Compensation Plan with Market Conditions.
2. Total Number of Stock Options 4,203
The above total is the planned 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 allotted are as follows.
Directors (excluding the Chairman of the Board and Outside
Directors) (4) : 879
Executive Officers who do not serve concurrently as Directors
(37) : 3,324
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
yen, by the Number of Shares Granted.
5. Stock Option Term
On or after July 11, 2026 through July 10, 2053
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 1 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)
above from the limit for increase in common stock in (1) above.
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 company
split or an incorporation-type company split (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, Item 8, (a)-(e), 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") immediately
before the day when the Organizational Restructuring takes effect
(in case of an absorption-type company merger/split, the effective
date of the company merger/split; in case of an incorporation-type
company merger/split, the date of incorporation of the new company;
in case of a share exchange, the effective date of the share
exchange; in case of a share transfer, the effective date of the
establishment of the wholly owning parent company through the share
transfer; hereinafter the same), 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 absorption-type merger
agreement, consolidation-type merger agreement, absorption-type
company split agreement, the incorporation-type company split 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 each 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 yen 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 Holders
that have exercised stock options shall be discarded.
11 Other Conditions for the Exercise of Stock Options
(1) A Stock Options Holder may exercise the number of
exercisable stock options from among the allocated stock options,
within the period in 5. above, in accordance with the growth rate
in the Company's shares over the three-year period from the
Allotment Date (calculated by dividing the Company's Total
Shareholder Return (TSR) during the evaluation period by the growth
rate in the Tokyo Stock Price Index (TOPIX) index during the
evaluation period).
(a) The number of exercisable stock options is determined using
the formula below. Provided, however, that numbers less than one
stock option are rounded.
(Initial number of allotted stock options) x (vesting ratio)
*The initial number of allotted stock options is determined
based on the title of the eligible recipient held as of April 1,
2023.
(b) The vesting ratio for stock options varies, as shown below,
depending on the growth rate in the Company's shares over the
three-year period from the allotment date (calculated by dividing
the Company's Total Shareholder Return (TSR) during the evaluation
period by the TOPIX growth rate during the evaluation period).
Provided, however, that amounts less than 1% are rounded to the
nearest whole number.
Growth rate of at least 125% in the Company's shares: 100%
Growth rate between 75% and 125% in the Company's shares:
40% + {the Company's share growth rate (%) - 75 (%)} x 1.2
(amounts less than 1% rounded to the nearest whole number)
Growth rate less than 75% in the Company's shares: 40%
(c) The Company's TSR during the evaluation period = (A + B)/C;
TOPIX growth rate during the evaluation period = D/E
A: Average closing price for shares of the Company's common
stock on the Tokyo Stock Exchange on each trading day during the
three months preceding the month when the exercise period begins
(excluding days on which no transactions are made)
B: Total amount of dividends per share of the Company's common
stock from the date of allotment of stock options to the date when
the exercise period begins
C: Average closing price for shares of the Company's common
stock on the Tokyo Stock Exchange on each trading day during the
three months preceding the month when stock options are allotted
(excluding days on which no transactions are made)
D: Average closing price for TOPIX on the Tokyo Stock Exchange
on each trading day during the three months preceding the month
when the exercise period begins (excluding days on which no
transactions are made)
E: Average closing price for TOPIX on the Tokyo Stock Exchange
on each trading day during the three months preceding the month
when stock options are allotted (excluding days on which no
transactions are made)
(2) A Stock Options Holder may not exercise his/her stock
options after 10 years from the day after losing his/her position
as either Director (including an Executive Officer in a company
with committees) or Executive Officer 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. In this case, the number
of exercisable stock options is determined using the formula set
forth separately in the allotment agreement. 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 of the death of a Stock Options Holder, his/her
heir may exercise the stock options. In this case, the number of
exercisable stock options is determined using the formula set forth
separately in the allotment agreement.
(5) In the event that the exercise of stock options would cause
the Company's number of shares issued to exceed the number of
shares authorized for issuance at the time of the exercise of stock
options, the stock options may not be exercised.
(6) Stock options may not be exercised in quantities less than
one stock option.
(7) 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 10, 2023
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)
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
DSHNKNBKABKKCAB
(END) Dow Jones Newswires
June 23, 2023 02:10 ET (06:10 GMT)
Mit.corp. 24 (LSE:17NX)
過去 株価チャート
から 5 2024 まで 6 2024
Mit.corp. 24 (LSE:17NX)
過去 株価チャート
から 6 2023 まで 6 2024
