August 23, 2005
Notice on Allocation of Stock Acquisition Rights (Shinkabu-Yoyaku-Ken)
as Stock Compensation-type Stock Option Plan
Tokyo (August 23, 2005) -- Konica Minolta Holdings, Inc. (the Company) today decided details of issuance of stock acquisition rights to directors (excluding outside directors) and executive officers as means of a stock compensation-type stock option plan, pursuant to Articles 280-20 and 280-21 of the Commercial Code of Japan and resolution made at the 101st General Meeting of Shareholders held on June 24, 2005. The purpose of this stock acquisition rights is to further stimulate motivation of directors and executive officers to better their performance and simultaneously to further clarify management responsibility,
- Type and Number of Shares under Stock Acquisition Rights
194,500 shares of common stock of Konica Minolta Holdings, Inc.
- Total Number of the Stock Acquisition Rights to be Issued
389 units of stock acquisition rights
(The number of shares to be acquired upon exercise of each stock acquisition rights shall be 500 shares.)
- Issue Price and Date of Share Acquisition Rights
Share acquisition rights shall be issued free of charge on August 23, 2005.
- Amount to be Paid upon Exercise of Stock Acquisition Rights
The amount to be paid upon exercise of the stock acquisition rights (the "Exercise Price") shall be one (1) yen per share multiplied by number of given shares.
- Total Value of Shares to be Issued or Transferred upon Exercise of Stock Acquisition Rights
- Exercise Period of Stock Acquisition Rights
Within the period from August 23, 2005 to June 30, 2025
- Other Conditions for the Exercise of Stock Acquisition Rights
(1)The "Optionee" may exercise stock acquisition rights during the period from one (1) year after the date of retirement from the post of director or executive officer of the Company ("starting date of exercise") up until five years from that starting date.
(2)In spite of the above (1), if the "Optionee" does not meet the "starting date of exercise" within the period ending June 30, 2024, he or she will be able to exercise stock acquisition rights from July 1, 2024.
(3)The "Optionee" can exercise the total or partial number of the stock acquisition rights; however, he or she cannot exercise one (1) unit of stock acquisition right partially.
- Events and Conditions for Cancellation of Stock Acquisition Rights
(1)The Company may cancel stock acquisition rights without any compensation if the General Meeting of Shareholders approves the following issues:
i) Merger agreement, in which the Company becomes the dissolving company, or
ii) Stock exchange agreement or stock transfer, in which the Company becomes wholly owned subsidiary.
(2)The Company may cancel stock acquisition rights without any compensation if the Optionee becomes disqualified and unable to exercise before exercising the stock acquisition rights.
(3)The Company may, at any time, cancel stock acquisition rights it has acquired without any compensation.
- Restriction on Transfer of Stock Acquisition Rights
Approval of the Board of Directors shall be required for transfer of the stock acquisition rights, with the exception of transfer to heir of stock acquisition rights in case of the Optionee's death.
- Issue of Stock Acquisition Right Certificates
Stock acquisition right certificates shall only be issued when requested by the Optionee.
- Amount to be Transferred into Paid-in Capital from the Issue Price of Shares, when Shares of the Company's Common Stock are Newly Issued due to the Exercise of Stock Acquisition Rights
Amount to be transferred into paid-in capital is one (1) yen per share.
- Calculation of Dividends when Shares of the Company's Common Stock are Newly Issued due to the Exercise of Stock Acquisition Rights
Initial cash dividends or interim dividends for shares of the Company's common stock issued due to the exercise of stock acquisition rights shall be paid considering it is issued on the following dates:
(1) April 1 of the same year when it is exercised from April 1 to September 30
(2) October 1 of the same year when it is exercised from October 1 to March 31 of the next year
- Outline of Allocation
Stock acquisition rights shall be allocated to the Company's directors and executive officers totaling 26. Individual allocation of stock acquisition rights for the Company's directors and executive officers shall follow decisions made by the compensation committee.