Pursuant to "Issuance of Subscription Rights to Shares as Stock Options", approved at the 15th Annual General Shareholders’ Meeting held on March 29, 2012, Rakuten Inc. (the “Company”) was authorized to issue the following Subscription Rights to Shares as stock options to Employees of the Company and Directors, Auditors, Executives and Employees of the Company’s subsidiaries on February 1, 2013 for the purpose of increasing enterprise value of the Group by enhancing motivation and morale towards higher performance after their becoming subsidiaries, while ensuring the ability to recruit and retain talented staff, at the Board of Directors of the Company on January 26, 2013.
1. Reason for issuing the Subscription Rights to Shares on especially favorable conditions
The purpose is to increase enterprise value of the Group by enhancing motivation and morale towards higher performance by Employees of the Company and Directors, Auditors, Executives and Employees of the Company’s subsidiaries, while ensuring to recruit and retain talented staff.
2. Outline of the issuance of the Subscription Rights to Shares
(1) Total number of units and persons to whom Subscription Rights to Shares will be allotted
Employees of the Company : 3,443 in total 10,967 units in total
Directors of the subsidiaries : 3 in total 19 units in total
Auditors of the subsidiaries : 2 in total 15 units in total
Executives and Employees of the subsidiaries : 1,184 in total 3,779 units in total
(2) Class and number of shares to be issued upon exercise of Subscription Rights to Shares
Common stock of the Company : 1,478,000 shares
However, if the Company splits its common stock (including allotment of its common stock without compensation; hereinafter the same shall apply) or consolidates its common stock, the number of shares to be issued upon exercise of each unit of such Subscription Rights to Shares shall be adjusted according to the following formula; provided that such adjustment shall be made only to those remain unexercised or uncanceled at the time of such adjustment and; provided, further, that if any fraction less than one share arises as a result of such adjustment, such fraction shall be discarded.
Number of shares after adjustment = Number of shares before adjustment × Ratio of split or consolidation
In addition, if the Company carries out a merger, a company split, share exchange, share transfer etc. that makes it necessary to adjust the number of shares, the number of shares shall be adjusted within a reasonable range, taking into account the conditions of the merger, company split, share exchange, share transfer etc.
(3) Total number of Subscription Rights to Shares : 14,780 units
In the stock split at a ratio of one hundred shares to one that took effect on July 1, 2012, the adjustment stipulated in (2) for the number of shares issued (including transferred treasury stock in lieu of issuance of shares; hereinafter the same shall be applied) was performed and the number of shares issued for each unit of Subscription Rights to Shares shall be one hundred, provided however that in the event of any adjustment in the number of shares stipulated in (2) above, the number of shares to be issued for the Subscription Right to Shares shall be adjusted likewise.
(4) Cash payment for Subscription Rights to Shares
No cash payment is required for Subscription Rights to Shares.
(5) Value of the assets to be contributed upon exercise of Subscription Rights to Shares
On July 1, 2012, a stock split at a ratio of one hundred shares to one took effect and the “Exercise Price” (the amount paid by the appropriate party for the exercise of one unit of Subscription Rights to Shares; hereinafter, the same) was adjusted according to the formula stipulated in the following paragraphs. As a result of the adjustment, the value of the assets to be contributed upon exercise of Subscription Rights to Shares shall be the amount calculated by multiplying an Exercise Price of one yen by the number of units of Subscription Rights to Shares exercised by the appropriate party at an Exercise Price of one yen.
However, if the Company splits or consolidates its common stock after issuance, the Exercise Price shall be adjusted according to the following formula, and any fraction less than one yen per unit of Subscription Right to Shares resulting from this adjustment shall be rounded up.
Exercise Price after adjustment = Exercise Price before adjustment × 1 / Ratio of split or consolidation
Besides the above, in case the Company carries out a merger etc., or according as other such circumstances that make it necessary to adjust the Exercise Price after issuance, the Exercise Price may be adjusted as appropriate within a necessary and reasonable range.
(6) Exercise period of Subscription Rights to Shares
From March 30, 2016 to March 28, 2022
If the 10th anniversary of the Issue Date falls on a holiday of the Company, the final day of the exercise period shall be the working day immediately preceding the 10th anniversary of the Issue Date.
(7) Conditions for exercise of Subscription Rights to Shares
(i) Those who received the allotment of issue of Subscription Rights to Shares shall remain Directors, Executive Officers, Company Auditors or employees of the Company, or its subsidiaries or affiliates at the time of exercising such rights; provided however that, this shall ot apply to cases where it is allowed as an exceptional case by the Board of Directors of the Company in consideration of circumstances.
(ii) Subscription Rights to Shares shall not be inherited, provided however that exceptional treatment may be allowed in this regard by the Board of Directors of the Company in consideration of circumstances.
(iii) Subscription Rights to Shares shall not be offered for pledge or disposed of in any other way.
(8) Matters concerning increase in capital stock and capital reserve by issuing of shares upon exercise of Subscription Rights to Shares
(i) Amount of increase in capital stock by issuing shares upon exercise of Subscription Rights to Shares shall be half of the upper limit of capital increase as calculated pursuant to the provisions of Article 17, Paragraph 1 of the Ordinance on Accounting of Companies, where any resultant fraction less than one yen shall be rounded up.
(ii) Amount of increase in capital reserve by issuing shares upon exercise of Subscription Rights to Shares shall be the upper limit of capital stock increase as described in (i) above less the amount of increase in capital stock set out therein.
(9) Reasons and conditions for the acquisition of Subscription Rights to Shares
(i) In case that the proposal of any merger agreement under which the Company is dissolved, or any absorption-type company split (kyushu-bunkatsu) agreement or incorporation-type company split (shinsetsu-bunkatsu) plan in which the Company will be a splitting company, or any share exchange agreement or share transfer plan in which the Company will be a wholly-owned subsidiary of another company is approved at a General Shareholders’ Meeting of the Company, the Company may acquire Subscription Rights to Shares at the date specifically determined by the Board of Directors of the Company without any compensation therefor.
(ii) Concerning Subscription Rights to Shares, in case that a holder of Subscription Rights to Shares ceases to accommodate the conditions of (7) (i) above before exercising Subscription Rights to Shares, the Company may acquire such Subscription Rights to Shares at the date specifically determined by the Board of Directors of the Company without any compensation therefor.
(10) Restriction on the acquisition of Subscription Rights to Shares by transfer
Any acquisition of Subscription Rights to Shares by transfer shall require an approval of the Board of Directors of the Company by its resolution.
(11) Treatment of Subscription Rights to Shares in case of organizational restructuring of the Company
In the event the Company merges (limited to cases where the Company becomes a dissolving company), performs an absorption-type company split or an incorporation-type company split, or conducts a share exchange or a share transfer (hereinafter collectively referred to as “Organizational Restructuring”), Subscription Rights to Shares of a corporation described in Article 236, Paragraph 1, Items 8.1 through 8.5 of the Companies Act (hereinafter “Restructured Company”) shall be delivered under the following conditions to each those who received the allotment of issue of Subscription Rights to Shares remaining unexercised (hereinafter “Remaining Subscription Rights to Shares”) at the time when Organizational Restructuring takes effect. In this case, the Remaining Subscription Rights to Shares will lapse and the Restructured Company will issue new Subscription Rights to Shares. However, the foregoing shall apply only to cases in which the delivery of Subscription Rights to Shares of the Restructured Company according to the following conditions is stipulated in the merger agreement, the absorption-type company split agreement, the incorporation-type company split plan, the share exchange agreement or the share transfer plan.
(i) Number of Subscription Rights to Shares of the Restructured Company to be delivered
The Restructured Company shall deliver Subscription Rights to Shares, the number of which shall equal the number of Subscription Rights to Shares held by the holder of the Remaining Subscription Rights to Shares.
(ii) Class of shares of the Restructured Company to be issued upon the exercise of Subscription Rights to Shares
Shares of common stock of the Restructured Company
(iii) Number of shares of the Restructured Company to be issued upon the exercise of Subscription Rights to Shares
To be decided according to (2) and (3) above after taking into consideration the conditions etc. of the Organizational Restructuring.
(iv) Value of the assets to be contributed upon the exercise of Subscription Rights to Shares
The value of the assets to be contributed upon the exercise of each Subscription Right to Shares shall be the amount paid after restructuring obtained by adjusting the Exercise Price stipulated in above (5) after taking into consideration the conditions etc. of Organizational Restructuring multiplied by the number of shares of the Restructured Company to be issued upon the exercise of the Subscription Rights to Shares as determined in accordance with (iii) above.
(v) Exercise period of Subscription Rights to Shares
Starting from the later of either the first date of the exercise period of Subscription Rights to Shares as stipulated in (6) above, or the date on which the Organizational Restructuring becomes effective and ending on the expiration date for the exercise of Subscription Rights to Shares as stipulated in (6) above.
(vi) Matters concerning increase in capital stock and capital reserve to be increased by issuing of shares by the Restructured Company upon the exercise of Subscription Rights to Shares
To be determined in accordance with (8) above.
(vii) Restriction on acquisition of Subscription Rights to Shares by transfer
Acquisition of Subscription Rights to Shares by transfer shall be subject to the approval of the Board of Directors of the Company under Organizational Restructuring (or by the majority decision of directors if such company is not a company with board of directors).
(viii) Reason and conditions for acquisition of Subscription Rights to Shares
To be determined in accordance with (9) above.
(12) Rules pertaining to fractions of less than one share arising from the exercise of Subscription Rights to Shares
Fractions of less than one share in the number of shares to be delivered to holders of Subscription Rights to Shares who exercised Subscription Rights to Shares shall be discarded.
(13) Date of issuance of subscription rights to shares as stock options
February 1, 2013.