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    9984   JP3436100006

SOFTBANK GROUP CORP.

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General Announcement::Issuance of Stock Acquisition Rights (Stock Options)

07/28/2021 | 03:53am EDT

July 28, 2021

SoftBank Group Corp.

Issuance of Stock Acquisition Rights (Stock Options)

SoftBank Group Corp. ("SBG") announced today as follows that on July 28, 2021 its Board of Directors passed a resolution regarding the issuance of stock acquisition rights (the "Stock Acquisition Rights") to corporate officers and employees of SBG and employees of SBG's subsidiaries, pursuant to Articles 236, 238, and 240 of the Companies Act.

SBG has also submitted a securities registration statement regarding the Stock Acquisition Rights as of July 28, 2021 because the persons to be allotted the Stock Acquisition Rights include employees of subsidiaries other than wholly-owned subsidiaries. The Stock Acquisition Rights are scheduled to be issued after the securities registration statement becomes effective.

  • Purpose of Issuance of the Stock Acquisition Rights

This is to issue Stock Acquisition Rights to corporate officers and employees of SBG and employees of SBG's subsidiaries to encourage their motivation to continue to enhance the enterprise value of SBG.

  • Outline of the Issuance of the Stock Acquisition Rights

1. Details of the Stock Acquisition Rights

  1. Class and number of shares to be issued or transferred upon exercise of the Stock Acquisition Rights
    The class of shares to be issued or transferred upon exercise of the Stock Acquisition Rights shall be common stock of SBG. One hundred shares (the "Number of Shares to be Allotted") will be issued or transferred upon exercise of each of the Stock Acquisition Rights. (The total number of shares to be issued or transferred upon exercise of all of the Stock Acquisition Rights is initially limited to 152,800.)

However, in the event that SBG conducts a stock split or a consolidation of shares with respect to the shares of its common stock, after the allotment date of the Stock Acquisition Rights, the Number of Shares to be Allotted shall be adjusted using the following formula, and the maximum number of shares to be allotted upon exercise of Stock Acquisition Rights shall be adjusted accordingly. Such adjustment shall be made only to the Number of Shares to be Allotted for the Stock Acquisition Rights, which have not yet been exercised at the time of the adjustment. Any amount less than one share arising from the adjustment shall be rounded down.

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Number of Shares to be Allotted after adjustment

  • Number of Shares to be Allotted before adjustment
  • Ratio of stock split or stock consolidation

Other than the above, in the event it becomes necessary to adjust the Number of Shares to be Allotted for the Stock Acquisition Rights after the allotment date of the Stock Acquisition Rights, it may be adjusted by SBG within the scope deemed reasonable. Such adjustment shall be made only to the Number of Shares to be Allotted for the Stock Acquisition Rights, which have not yet been exercised at the time of the adjustment. Any amount less than one share arising from the adjustment shall be rounded down.

  1. Amount of assets to be contributed upon exercise of the Stock Acquisition Rights
    The assets to be contributed upon exercise of the Stock Acquisition Rights shall be cash, and the amount of the assets to be contributed upon exercise of each of the Stock Acquisition Rights shall be an amount obtained by multiplying the price per share to be issued or transferred upon exercise of the Stock Acquisition Rights, which shall be one yen (the "Exercise Price"), by the Number of Shares to be Allotted defined in (1) above.
  2. Period during which the Stock Acquisition Rights are exercisable
    Period during which the Stock Acquisition Rights are exercisable (the "Exercise Period") is from September 1, 2024 to August 31, 2028.
  3. Matters concerning the capital and capital reserve to be increased
    1. The amount of capital to be increased due to the issuance of shares upon exercise of the Stock Acquisition Rights shall be one half (1/2) of the maximum amount of increases of the capital, etc. to be calculated according to Article 17, Paragraph 1 of the Corporate Accounting Regulations, with any amount less than one yen arising from such calculation to be rounded up.
    2. The amount of capital reserve to be increased due to the issuance of shares upon exercise of the Stock Acquisition Rights shall be the amount obtained by deducting the amount of capital to be increased set forth in 1) above, from the maximum amount of increases of the capital, etc. set forth in 1) above.
  4. Restriction on the acquisition of the Stock Acquisition Rights through transfer
    Any acquisition of the Stock Acquisition Rights through transfer shall require the approval by resolution of the Board of Directors of SBG.
  5. Conditions for the exercise of the Stock Acquisition Rights

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  1. A holder of the Stock Acquisition Rights (the "Right Holder") may not exercise the Stock Acquisition Rights yet to be exercised if he/she loses all of his/her positions that he/she holds at the time when the Stock Acquisition Rights are allotted as a board director, an employee (including corporate officer), or an advisor of SBG or subsidiaries of SBG (collectively, "Qualification for Exercise of Right").
  2. Regardless of 1) above, in the case that the Right Holder loses his/her Qualification for Exercise of Right due to retirement at the convenience or for other reasons of SBG or its subsidiaries, and if SBG approves in writing, with due consideration of various facts, him/her to exercise the Stock Acquisition Rights, he/she may, within the scope of such approval, exercise the Stock Acquisition Rights which he/she could have exercised if he/she had not lost his/her Qualification for Exercise of Right.
  3. Regardless of 1) and 2) above, in the case that the Right Holder loses his/her Qualification for Exercise of Right (excluding the case of the Right Holder's death), and if SBG approves in writing, with due consideration of various facts, him/her to exercise the Stock Acquisition Rights, he/she may, within the scope of such approval, exercise the Stock Acquisition Rights which he/she could have exercised if he/she had not lost his/her Qualification for Exercise of Right.
  4. Regardless of 1) above, in the case that the Right Holder loses his/her Qualification for Exercise of Right due to his/her death, heirs of the Right Holder may exercise the Stock Acquisition Rights which the Right Holder could have exercised if he/she was alive, only until the day on which one year has passed following the death of the Right Holder or the expiry date of the Exercise Period, whichever is earlier.
  5. Regardless of 1) and 4) above, in the case that the Right Holder loses his/her Qualification for Exercise of Right due to his/her death, heirs of the Right Holder may exercise the Stock Acquisition Rights which the Right Holder could have exercised if he/she was alive if SBG approves in writing, after due consideration of the facts.
  6. Except as specified in 4) and 5) above, it is not permitted to inherit the Stock Acquisition Rights. It is also not permitted to inherit the Stock Acquisition Rights again in the case that the heirs of the Right Holder die.
  7. In the case that, through the exercise of the Stock Acquisition Rights, the total number of issued shares of SBG exceeds the total number of authorized shares of SBG, or the total number of issued shares of common stock of SBG exceeds the total number of authorized shares of common stock of SBG, the Right Holder may not exercise the Stock Acquisition Rights.
  8. The Right Holder may not exercise the Stock Acquisition Rights yet to be exercised if he/she falls under any of sub-items ( i ) to (vi).
    1. In the case that the Right Holder receives suspension or severer disciplinary punishment stipulated in the working regulations, while he/she is an employee

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(including as a corporate officer) of SBG or subsidiaries of SBG.

    1. In the case that the Right Holder falls under any reason of disqualification stipulated in Article 331, Paragraph 1, Items 3 and 4 of the Companies Act, while he/she is a board director of SBG or its subsidiaries.
    2. In the case that the Right Holder, without due formality, carries out a transaction stipulated in Article 356, Paragraph 1, Item 1 of the Companies Act that competes with interests of SBG or its subsidiaries, when he/she is a board director of SBG or its subsidiaries.
    3. In the case that the Right Holder, without due formality, carries out a transaction stipulated in Article 356, Paragraph 1, Item 2 or 3 of the Companies Act that causes conflicts with the interests of SBG or its subsidiaries, when he/she is a board director of SBG or its subsidiaries.
    4. In the case that the Right Holder is sentenced to imprisonment or severer penalty.
    5. In the case that the Right Holder carries out an act regarded as discreditable or disloyal to SBG or its subsidiaries or affiliates.
  1. Conditions for acquisition of the Stock Acquisition Rights by SBG
    1. SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG, in the case that an agenda for approval of one of the following is approved at the General Meeting of Shareholders of SBG (or, if approval of the General Meeting of Shareholders is not required, is resolved at the Board of Directors of SBG):
      • a merger agreement, under which SBG shall be defunct,
      • an absorption-type company split agreement or an incorporation-type company split plan, under which SBG shall be split,
      • a share exchange agreement or a share transfer plan, under which SBG shall be a wholly-owned subsidiary.
    2. SBG may acquire the Stock Acquisition Rights without compensations at the arrival of the day prescribed by the Board of Directors of SBG in the case that the Right Holder becomes unable to exercise all or part of the Stock Acquisition Rights in accordance with (6) above.
    3. SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG in the case that the Right Holder waives all or part of the Stock Acquisition Rights.
    4. SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG in the case that the General Meeting of Shareholders of SBG approves the acquisition of all of the class shares subject to wholly call in accordance with Article 171, Paragraph 1 of the Companies Act.
    5. SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the

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day prescribed by the Board of Directors of SBG in the case that consolidation of shares regarding the class of shares to be issued upon exercise of the Stock Acquisition Rights (limited to those generating fractions less than one with the number obtained by multiplying the share unit number of said stock by the ratio of share consolidation) is approved at the General Meeting of Shareholders of SBG.

    1. SBG may acquire the Stock Acquisition Rights without compensation at the arrival of the day prescribed by the Board of Directors of SBG in the case that request for sale of shares by special controlling shareholder is approved by the Board of Directors of SBG.
  1. Treatment of the Stock Acquisition Rights upon reorganization
    In the case that SBG conducts a merger (limited to the case where SBG is to be extinguished as a result of the merger), an absorption-type company split, an incorporation-type company split, a stock exchange or a share transfer (hereafter collectively referred to as the "Reorganization"), stock acquisition rights of the companies listed in (a) to (e) of Article 236, Paragraph 1, Item 8, of the Companies Act (the "Reorganized Company") shall be delivered, in each of the above cases, to the Right Holders holding the Stock Acquisition Rights remaining at the effective time of the Reorganization (the "Remaining Stock Acquisition Rights") according to the conditions described below. In such case, Remaining Stock Acquisition Rights shall be extinguished. However, that the foregoing shall be on the condition that delivery of stock acquisition rights of the Reorganized Company in accordance with the following conditions is stipulated in an absorption-type merger agreement, a consolidation-type merger agreement, an absorption-type company split agreement, an incorporation-type company split plan, a share exchange agreement or a share transfer plan.
    1. Number of stock acquisition rights of the Reorganized Company to be delivered

The identical number of stock acquisition rights to the number of the Remaining Stock Acquisition Rights held by the Right Holder shall be delivered respectively.

  1. Class of shares of the Reorganized Company to be issued or transferred upon exercise of stock acquisition rights
    Shares of common stock of the Reorganized Company.
  2. Number of shares of the Reorganized Company to be issued or transferred upon exercise of stock acquisition rights
    Shall be determined in accordance with (1) above, based on the consideration of conditions for the Reorganization and other factors.
  3. Amount of assets to be contributed upon exercise of stock acquisition rights

Determined in accordance with (2) above, based on the consideration of conditions for the Reorganization and other factors.

  1. Period during which stock acquisition rights are exercisable

From commencing date of the Exercise Period stipulated in (3) above, or the effective date of the Reorganization, whichever is later, to expiry date of the Exercise Period stipulated

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

SoftBank Group Corporation published this content on 28 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2021 07:52:03 UTC.


© Publicnow 2021
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