Stock Options
Konami Corporation
10 May 2005
FOR IMMEDIATE RELEASE
May 10, 2005
KONAMI CORPORATION
2-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan
Kagemasa Kozuki
Representative Director and CEO
Stock code number: 9766 at TSE1
Contact: Naoyuki Notsu
Corporate Officer and Division President, Administration Division
Tel: +81-3-5220-0573
Announcement of Konami Corporation
on Stock Options (Stock Acquisition Rights)
KONAMI CORPORATION ('Konami') announced today that, pursuant to resolutions adopted at a meeting of the Board of
Directors of Konami, held on May 10, 2005, Konami will submit a proposal to issue stock acquisition rights as stock
options (the 'Stock Acquisition Right(s)') pursuant to Articles 280-20 and 280-21 of the Japanese Commercial Code at
the 33rd Annual General Meeting of Shareholders to be held on June 23, 2005.
1. Reason for Issuing Stock Acquisition Rights upon Especially Favorable Terms
Konami Computer Entertainment Studios, Inc., Konami Computer Entertainment Tokyo, Inc., and Konami Computer
Entertainment Japan, Inc. (the 'Three Former Companies') which disappeared in mergers with Konami on April
1, 2005 granted stock acquisition rights. These stock acquisition rights are not assumed by Konami in
connection with the mergers. In order to maintain the previously existing incentives, Konami is newly
granting the Stock Acquisition Rights following Plans A thorough H in light of the content of the stock
options that were granted by the Three Former Companies prior to the mergers. By granting the Stock
Acquisition Rights, Konami aims to preserve the incentives of directors and employees of Konami, its
subsidiaries and its affiliated companies that worked for the Three Former Companies.
2. Summary of the Issuance of Stock Acquisition Rights pursuant to Plan A
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of Konami, its subsidiaries and its affiliated companies
(2) Type and Number of Shares to be issued under Stock Acquisition Rights:
Up to 10,900 shares of common stock of Konami
In the event of adjustment of the allotted number of shares in accordance with item (3) below, the number of shares to
be issued under the Stock Acquisition Rights above shall also be adjusted accordingly.
(3) Number of Stock Acquisition Rights to be Issued: Up to 109
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100; provided, that when
Konami splits or consolidates its shares of common stock, the number of shares to be issued upon exercise of each Stock
Acquisition Right shall be adjusted according to the following formula:
Number of shares after = Number of shares before x Ratio of split or
adjustment adjustment consolidation
In addition, the number of shares to be issued upon exercise of each Stock Acquisition Right shall be appropriately
adjusted to the necessary and reasonable extent in the event of a merger, company split or capital reduction of Konami
and in any other similar case where an adjustment of the number of shares to be issued upon exercise of each Stock
Acquisition Right shall be required.
Any fraction less than one (1) share resulting from this adjustment shall be disregarded.
(4) Issue Price of Stock Acquisition Rights: None
(5) Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of Stock Acquisition Rights shall be the amount of the acquisition price per share
(the 'Exercise Price') multiplied by the allotted number of shares.
The Exercise Price shall be 2,761 yen.
The Exercise Price shall be adjusted according to the following formula, and any fraction less than one (1) yen shall
be rounded to the nearest yen:
Adjusted Exercise Price = Exercise Price before x 1
adjustment Ratio of split or
consolidation
In the event of issuance of new shares of common stock or disposition of treasury stock at a price less than the market
price thereof (excluding issuance or disposition as a result of exercise of Stock Acquisition Rights), the Exercise
Price shall be adjusted in accordance with the following formula and any fraction less than one (1) yen resulting from
such adjustment shall be rounded up to the nearest yen:
Adjusted Exercise = Exercise Price x Number of + Number of Newly x Paid-in Value Per
Price before Previously Issued Issued Shares Share
Adjustment Shares Market Price
Number of previously issued + Number of
Shares Newly Issued Shares
In the formula above, the Number of Previously Issued Shares shall mean the number of shares of common stock issued and
outstanding less the number of treasury stock held by Konami. In the event of disposition of treasury stock held by
Konami, the Number of Newly Issued Shares shall be read as the Number of the Shares to be Disposed.
Furthermore, in the event of a merger, company split or capital reduction of Konami and in any other similar case where
the adjustment of the Exercise Price shall be required, the Exercise Price shall be adjusted appropriately to the
necessary and reasonable extent.
(6) Exercise Period of Stock Acquisition Rights:
From August 1, 2005 to December 15, 2005. The Period will be decided by the Board of Directors.
(7) Conditions for Exercise of Stock Acquisition Rights:
(i) Each Stock Acquisition Right may not be partly exercised; and
(ii) Other conditions for exercise of Stock Acquisition Rights shall be determined by the resolution of
the board of directors of Konami.
(8) Events and Conditions for Cancellation of Stock Acquisition Rights:
Konami may, at any time, cancel the Stock Acquisition Rights without any compensation when Konami has acquired and
holds the unexercised Stock Acquisition Rights.
(9) Restriction of Assignment of Stock Acquisition Rights:
Approval of the board of directors of Konami shall be required for assignment of the Stock Acquisition Rights.
3. Summary of the Issuance of Stock Acquisition Rights pursuant to Plan B
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of Konami, its subsidiaries and its affiliated companies
(2) Type and Number of Shares to be issued under Stock Acquisition Rights:
Up to 24,800 shares of common stock of Konami
In the event of adjustment of the allotted number of shares in accordance with item (3) below, the number of
shares to be issued under the Stock Acquisition Rights above shall be also adjusted accordingly.
(3) Aggregate Number of Stock Acquisition Rights to be Issued: Up to 248
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100;
provided, that the number of shares to be issued upon exercise of each Stock Acquisition Right shall be
adjusted in a manner consistent with 2.(3) under Plan A above.
(4) Issue Price of Stock Acquisition Rights: None.
(5) The Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of Stock Acquisition Rights shall be the amount of the acquisition price
per share (the 'Exercise Price') multiplied by the allotted number of shares.
The Exercise Price shall be 2,814 yen.
The Exercise Price shall be adjusted in a manner consistent with 2.(5) under Plan A above.
(6) Exercise Period of Stock Acquisition Rights:
From August 1, 2005 to July 31, 2007. The Period will be decided by the Board of Directors
(7)-(9) Same as Plan A.
4. Summary of the Issuance of Stock Acquisition Rights pursuant to Plan C
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of Konami, its subsidiaries and its affiliated companies
(2) Type and Number of Shares to be issued under Stock Acquisition Rights:
Up to 72,600 shares of common stock of Konami
In the event of adjustment of the allotted number of shares in accordance with item (3) below, the number of
shares to be issued under the Stock Acquisition Rights above shall be also adjusted accordingly.
(3) Aggregate Number of Stock Acquisition Rights to be Issued: Up to 726
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100;
However, the number of shares to be issued upon exercise of each Stock Acquisition Right shall be adjusted in
a manner consistent with 2.(3) under Plan A above.
(4) Issue Price of Stock Acquisition Rights: None
(5) The Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of Stock Acquisition Rights shall be the amount of the acquisition price
per share (the 'Exercise Price') multiplied by the allotted number of shares.
The Exercise Price shall be 2,857 yen.
The Exercise Price shall be adjusted in a manner consistent with 2.(5)under Plan A above.
(6) Exercise Period of Stock Acquisition Rights:
From July 1, 2006 to June 30, 2008. The Period will be decided by the Board of Directors
(7)-(9) Same as Plan A
5. Summary of the Issuance of Stock Acquisition Rights pursuant to Plan D
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of Konami, its subsidiaries and its affiliated companies
(2) Type and Number of Shares to be issued under Stock Acquisition Rights:
Up to 94,900 shares of common stock of Konami
In the event of adjustment of the allotted number of shares in accordance with item (3) below, the number of
shares to be issued under the Stock Acquisition Rights above shall be also adjusted accordingly.
(3) Aggregate Number of Stock Acquisition Rights to be Issued: Up to 949
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100;provided, that
the number of shares to be issued upon exercise of each Stock Acquisition Right shall be adjusted in a manner
consistent with 2.(3) under Plan A above.
(4) Issue Price of Stock Acquisition Rights: None
(5) The Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of Stock Acquisition Rights shall be the amount of the acquisition price
per share (the 'Exercise Price') multiplied by the allotted number of shares.
The Exercise Price shall be 1,779 yen.
The Exercise Price shall be adjusted a manner consistent with 2.(5) under Plan A above.
(6) Exercise Period of Stock Acquisition Rights:
From August 1, 2005 to November 13, 2006. The Period will be decided by the Board of Directors
(7)-(9) Same as Plan A
6. Summary of the Issuance of Stock Acquisition Rights on E Plan
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of Konami, its subsidiaries and its affiliated companies
(2) Type and Number of Shares to be issued under Stock Acquisition Rights:
Up to 44,000 shares of common stock of Konami
In the event of adjustment of the allotted number of shares in accordance with item (3) below, the number of
shares to be issued under the Stock Acquisition Rights above shall be also adjusted accordingly.
(3) Aggregate Number of Stock Acquisition Rights to be Issued: Up to 440
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100;provided, that
the number of shares to be issued upon exercise of each Stock Acquisition Right shall be adjusted a manner
consistent with 2.(3) under Plan A above .
(4) Issue Price of Stock Acquisition Rights: None
(5) The Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of Stock Acquisition Rights shall be the amount of the acquisition price
per share (the 'Exercise Price') multiplied by the allotted number of shares.
The Exercise Price shall be 1,670 yen.
The Exercise Price shall be adjusted in a manner consistent with 2.(5) under Plan A above.
(6) Exercise Period of Stock Acquisition Rights:
From August 1, 2005 to July 31, 2007. The Period will be decided by the Board of Directors
(7)-(9) Same as Plan A
7. Summary of the Issuance of Stock Acquisition Rights on F Plan
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of Konami, its subsidiaries and its affiliated companies
(2) Type and Number of Shares to be issued under Stock Acquisition Rights:
Up to 51,400 shares of common stock of Konami
In the event of adjustment of the allotted number of shares in accordance with item (3) below, the number of
shares to be issued under the Stock Acquisition Rights above shall be also adjusted accordingly.
(3) Aggregate Number of Stock Acquisition Rights to be Issued: Up to 514
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100;provided, that
the number of shares to be issued upon exercise of each Stock Acquisition Right shall be adjusted in a manner
consistent with 2.(3) under Plan A above .
(4) Issue Price of Stock Acquisition Rights: None
(5) The Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of Stock Acquisition Rights shall be the amount of the acquisition price
per share (the 'Exercise Price') multiplied by the allotted number of shares.
The Exercise Price shall be 2,399 yen.
The Exercise Price shall be adjusted in a manner consistent with 2.(5) under Plan A above.
(6) Exercise Period of Stock Acquisition Rights:
From July 1, 2006 to June 30, 2008. The Period will be decided by the Board of Directors
(7)-(9) Same as Plan A
8. Summary of the Issuance of Stock Acquisition Rights on G Plan
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of Konami, its subsidiaries and its affiliated companies
(2) Type and Number of Shares to be issued under Stock Acquisition Rights:
Up to 83,100 shares of common stock of Konami
In the event of adjustment of the allotted number of shares in accordance with item (3) below, the number of
shares to be issued under the Stock Acquisition Rights above shall be also adjusted accordingly.
(3) Aggregate Number of Stock Acquisition Rights to be Issued: Up to 831
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100;provided, that
the number of shares to be issued upon exercise of each Stock Acquisition Right shall be adjusted in a manner
consistent with 2.(3) under Plan A above .
(4) Issue Price of Stock Acquisition Rights: None
(5) The Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of Stock Acquisition Rights shall be the amount of the acquisition price
per share (the 'Exercise Price') multiplied by the allotted number of shares.
The Exercise Price shall be 2,146 yen.
The Exercise Price shall be adjusted in a manner consistent with 2.(5) under Plan A above.
(6) Exercise Period of Stock Acquisition Rights:
From August 1, 2005 to November 13, 2007. The Period will be decided by the Board of Directors
(7)-(9) Same as Plan A
9. Summary of the Issuance of Stock Acquisition Rights on H Plan
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of Konami, its subsidiaries and its affiliated companies
(2) Type and Number of Shares to be issued under Stock Acquisition Rights:
Up to 31,200 shares of common stock of Konami
In the event of adjustment of the allotted number of shares in accordance with item (3) below, the number of
shares to be issued under the Stock Acquisition Rights above shall be also adjusted accordingly.
(3) Aggregate Number of Stock Acquisition Rights to be Issued: Up to 312
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100:provided, that
the number of shares to be issued upon exercise of each Stock Acquisition Right shall be adjusted in a manner
consistent with 2.(3) under Plan A above.
(4) Issue Price of Stock Acquisition Rights: None
(5) The Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of Stock Acquisition Rights shall be the amount of the acquisition price
per share (the 'Exercise Price') multiplied by the allotted number of shares.
The Exercise Price shall be 2,433 yen.
The Exercise Price shall be adjusted in a manner consistent with 2.(5) under Plan A above.
(6) Exercise Period of Stock Acquisition Rights:
From July 1, 2006 to June 30, 2008. The Period will be decided by the Board of Directors
(7)-(9) Same as Plan A
*The statements above shall be subject to the shareholders' approval of the
resolution at the 33rd Annual General Meeting of Shareholders to be held on June
23, 2005.
-End-
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