Konami Corporation
9 May 2002
(English Translation)
May 9, 2002
KONAMI CORPORATION
Notice
Regarding Stock Options (Stock Acquisition Rights (Shinkabu-Yoyaku-Ken))
Konami Corporation (the Company) 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 (the Stock Acquisition Right(s)) pursuant to Article 280-20 and 280-21 of the Commercial Code be made to the
shareholders at the 30th Annual General Meeting of Shareholders to be held on June 20, 2002.
1.Summary of the Issuance of Stock Acquisition Rights
(1) Persons to whom Stock Acquisition Rights shall be allocated:
Directors and employees of the Company and directors and employees of the subsidiaries of the Company.
(2) Type/Number of Shares under Stock Acquisition Rights:
Not exceeding 2,200,000 shares of common stock of the Company.
In case of adjustment of the allotted number of shares (the Allotted Number of Shares) in accordance with item (3)
below, the number of shares under the Stock Acquisition Rights above shall be adjusted to be equal to the product of
(i) the Allotted Number of Shares after the relevant adjustment and (ii) the aggregate number of Stock Acquisition
Rights.
(3) Aggregate Number of Stock Acquisition Rights to be Issued:
Not exceeding 22,000.
The number of shares to be issued upon exercise of each Stock Acquisition Right shall be 100; provided, however, in
case the Company 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 case of merger, company split or capital reduction of the
Company and in any other case similar thereto 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:
The Stock Acquisition Rights shall be issued without receipt of consideration.
(5)The Amount to be Paid upon Exercise of Stock Acquisition Rights:
The amount to be paid upon exercise of each Stock Acquisition Right shall be the amount which is equal to the product
of (i) the paid-in value per share to be issued or transferred through the exercise of each Stock Acquisition Right
(the Exercise Price) and (ii) the Allotted Number of Shares.
The Exercise Price shall be the price which is equal to the product of (i) the average of the daily (excluding days on
which transactions are not established) closing prices of common stock of the Company in the regular transactions at
the Tokyo Stock Exchange during the calendar month immediately prior to the month including the issue date of the Stock
Acquisition Rights (the Issue Date) and (ii) 1.20, and any fraction less than one (1) yen resulting from such
calculation shall be rounded up to the nearest yen. Provided, however, that in the event that the amount resulting
from the above calculation is less than the closing price of common stock of the Company at the Tokyo Stock Exchange as
of the Issue Date (if a transaction is not established, then the closing price of the day immediately prior to the
Issue Date), the relevant closing price shall be the Exercise Price.
In case the Company splits or consolidates its shares of common stock, 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
With respect to common stock of the Company, in case of issuance of new shares or disposition of shares of the
Companyfs common stock at a price to be paid below the market price, 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; provided, however, the Exercise Price shall not be adjusted, in case of exercise of Stock Acquisition
Rights.
Adjusted Exercise = Exercise Price x Number of + Number of Newly x Paid-in Value Per
Price before Adjustment Previously Issued Issued Shares Share
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 Company's common stock
issued and outstanding less the number of shares of Company's common stock held by the Company. In case of disposition
of the shares of Company's common stock held by the Company, the Number of Newly Issued Shares shall be read as the
Number of the Shares to be Disposed.
Furthermore, in case of merger, company split or capital reduction of the Company and in any other case similar thereto
where the adjustment of the Exercise Price shall be required, the Exercise Price shall be appropriately adjusted to the
necessary and reasonable extent.
(6)Exercise Period of Stock Acquisition Rights:
From July 1, 2004 to June 30, 2007.
(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 the Company.
(8)Events and Conditions for Cancellation of Stock Acquisition Rights:
The Company may, at any time, cancel the Stock Acquisition Rights without any compensation when the Company has
acquired and holds the unexercised Stock Acquisition Rights.
(9)Restriction of Assignment of Stock Acquisition Rights:
Approval of the board of directors of the Company shall be required for assignment of the Stock Acquisition Rights.
2.Reason for Issuing Stock Acquisition Rights upon Especially Favorable Terms
The Company introduces the Stock Acquisition Rights for the purpose of improving the Company's enthusiasm and morale
towards improvement of its consolidated productivity and in recruiting excellent personnel.
-End-
* The above shall be subject to the shareholders' approval of the resolution above at the 30th Annual General Meeting
of Shareholders to be held on June 20, 2002.
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