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Date: May 22, 2002
(REVISED)
Notice Regarding Stock Options (Stock Acquisition Right [Shinkabu-Yoyaku-Ken])
The following are the corrections made concerning Stock Options,
after the announcement on May 13th.
1. Corrections
(4) Price to be paid at exercise of Stock Options
There are 3 Corrections to underlined words;
| Before |
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Revised |
| (1) share of MMC |
--> |
these shares |
| (2) the Number of Shares Granted |
--> |
the strike price |
| (3) the Number of Shares Granted |
--> |
the strike price |
The End
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Mitsubishi Motors Corporation ( "MMC") hereby makes the following announcement:
at the meeting of the Board of Directors held on the date hereof, the
Board of Directors decided that the proposal to issue stock acquisition
rights as Stock Options pursuant to Article 280-20 and 280-21 of the Commercial
Code be presented before the 33rd Annual Shareholders Meeting to be held
on June 25, 2002.
1. Reasons for issuing Stock Options to persons other than shareholders
under particularly beneficial conditions.
With the aim of implementing the Turnaround Plan and further enhancing
the morale of MMC directors, executive officers and employees and their
desire to improve MMC's consolidated results and also further accelerating
the management with emphasis on shareholders, Stock Options will be issued
to them in accordance with procedures for issuing Stock Options set forth
in 2 below.
2. Procedures for issuing Stock Options
| (1) |
Type and number of shares for which Stock Options may be exercised
Shares for which Stock Options may be exercised will be ordinary shares
of MMC of up to 2,000,000 shares. |
| (2) |
Total number of Stock Options to be issued
The number of Stock Options to be issued will be up to 2,000.
The number of shares to be granted per Stock Option ("Number of Shares
Granted") will be 1,000 shares.
However, in case MMC carries out a split or consolidation of its ordinary
shares on and after the issue date of Stock Options ("Issue Date"),
the Number of Shares Granted will be calculated pro rata to the ratio
of such split or consolidation of shares, and any fraction less than
one share arising from such calculation will be discarded.
Furthermore, in case MMC is required to adjust the Number of Shares
Granted because such events as its capital decrease, merger or corporate
spin-off has occurred on and after the Issue Date, the Number of Shares
Granted will be adjusted within a reasonable extent in due consideration
of conditions involving such capital decrease, merger or corporate
spin-off. |
| (3) |
Issue price of Stock Options
The Stock Options will be issued for no consideration. |
| (4) |
Price to be paid at exercise of Stock Options
The price to be paid at exercise of each Stock Option will be the
amount obtained by multiplying the strike price per share issued or
transferred for each Stock Option exercised ("Strike Price") by the
Number of Shares Granted".
"Strike Price" will be the amount obtained by multiplying the average
closing price of ordinary shares of MMC in the regular transactions
at the Tokyo Stock Exchange (TSE) over the 30 consecutive trading
days beginning from the day 45 trading days before the first trading
date after the Issue Date (excluding the day when no share transactions
are made) by 1.05, and any fractions less than one yen will be rounded
up. However, if the amount so calculated runs below the closing price
of ordinary shares of MMC in the regular transactions at TSE on the
Issue Date, such closing price will be the Strike Price.
In case MMC issues new shares or disposes of its treasury stock at
the price less than the current market price with regard to ordinary
shares to be issued for Stock Options exercised on and after the Issue
Date, the Strike Price will be calculated in accordance with the following
formula, and any amount less than one yen arising from such calculation
will be rounded up. However, this calculation will not apply to the
exercise of Stock Options and conversion of convertible debentures
already issued. |
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In the above calculation, "No. of issued shares" means
the number of shares obtained by deducting treasury stock owned by
MMC from the issued and outstanding shares of MMC, and number of new
shares to be issued will be read as "No. of treasury stock to be disposed
of" in the case of disposing of treasury stock.
In the case of a split or consolidation of ordinary shares of MMC
on and after Issue Date, the Strike Price will be calculated pro rata
to the ratio of such spit or consolidation of these shares, and any
fractions less than one yen arising from such calculation will be
rounded up.
Furthermore, in case MMC is required to adjust the Strike Price because
such events as its capital decrease, merger or corporate spin-off
has occurred on and after the Issue Date, the Strike Price will be
adjusted within a reasonable extent in due consideration of conditions
involving such capital decrease, merger or corporate spin-off. |
| (5) |
Exercise period of Stock Options
July 1, 2004 through June 30, 2009 |
| (6) |
Other conditions of Stock Options
Partial exercise of each Stock Option will not be permitted. |
| (7) |
Conditions and reasons for cancellation of Stock Options |
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(i) |
In case an agenda item for approving a merger agreement whereby
MMC ceases to exist has been resolved at the shareholders meeting
of MMC, or in case an agenda item for executing a share exchange or
transfer agreement whereby MMC becomes a wholly owned subsidiary of
the other company has been resolved at the Shareholders Meeting of
MMC, MMC may cancel Stock Options without charge. |
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(ii) |
MMC may, at any time and without charge, cancel unexercised Stock
Options acquired and owned by MMC. |
| (8) |
Restrictions on transfer of Stock Options
Transfer of Stock Options will be subject to the approval of the Board
of Directors of MMC. |
3. Gist of Stock Option allotment
In allotting Stock Options, MMC will execute with the allottees "Stock
Option Allotment Agreements" as set forth below, which contain the conditions
as deemed reasonable by the Board of Directors in view of the purport
of issuing Stock Options.
(Gist of Stock Option Allotment Agreements)
| (1) |
Transfer of Stock Options to the third party, establishment of the
right of pledge or lien over Stock Options and any other acts of disposal
will not be permitted. |
| (2) |
The allottees of Stock Options will be directors, executive officers
or employees of MMC or its subsidiaries when Stock Options are exercised,
unless such directors or executive officers retire as such due to
expiration of their term of office or such employees retires due to
their retirement age or there are any other justifiable reasons. Moreover,
in case the allottees of Stock Options are dead, their successors
may exercise Stock Options of such allottees. In each case, however,
conditions set forth in Stock Option Allotment Agreements will apply. |
| (3) |
In addition to the above, restraint, etc. on the exercise of Stock
Options will be prescribed. |
*Upon shareholders' approval of the resolution above at 33rd Annual Shareholders
Meeting to be held on June 25, 2002, the details of issuance and allotment
of the Stock Options shall be determined by a resolution of the Board
of Directors of MMC to be held after such Shareholders Meeting.
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