MAY 12, 2005
Notice on Issuance of Stock Acquisition Rights (Shinkabu-Yoyaku-Ken)
as Stock Compensation-Type Stock Option Plan
Tokyo (May 12, 2005) -- Konica Minolta Holdings, Inc. (the Company) resolved at the Board of Directors Meeting held on May 12, 2005 to propose to the 101st General Meeting of Shareholders scheduled for June 24, 2005, concerning 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.
1. Reason for Issuance of Stock Acquisition Rights
In order to stimulate motivation of directors and executive officers to better their performance and simultaneously to clarify management responsibility, the Company has decided to introduce the following compensation-type stock option plan instead of monetary compensation at the time of retirement, provided that the issuance is approved at the General Meeting of Shareholders every year.
2. Terms and Conditions for Issuance of the Stock Acquisition Rights
(1) Type and Number of Shares Under Stock Acquisition Rights
No more than 225,000 shares of common stock of Konica Minolta Holdings, Inc.
In the event that the shares are split or consolidated, the number of shares for the unexercised stock acquisition rights at the time of the stock-split or stock consolidation shall be adjusted in accordance with the following formula. After the adjustment, any fraction less than one (1) share shall be disregarded.
The number of shares shall also be adequately adjusted to the reasonable extent, in the event of merger, corporate split or capital reduction of the Company and in any other similar cases which require an adjustment of number of shares.
(2) Total number of the Stock Acquisition Rights to be Issued
No more than 450 units of stock acquisition rights
(The number of shares to be acquired upon exercise of each stock acquisition rights shall be 500 shares. However, if the number of shares is adjusted as set forth in (1) above, the number of shares issued shall be likewise adjusted.)
(3) Issue Price of Share Acquisition Rights
Share acquisition rights shall be issued free of charge.
(4) 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.
In the event that the shares are split or consolidated after the issuance of the stock acquisition rights, the Exercise Price shall be adjusted in accordance with the following formula, and any fraction less than one (1) yen shall be rounded up to the nearest yen.
In the event of a merger, corporate split or capital reduction of the Company and in any other similar cases, which require an adjustment of the Exercise Price, the Exercise Price shall be adequately adjusted to a reasonable extent.
(5) Exercise Period of Stock Acquisition Rights
The exercise period of the stock acquisition rights shall be determined by the Board of Directors Meeting or an executive officer designated by the Board of Directors within the period from June 25, 2005 to June 30, 2025.
(6) Conditions for the exercise of Stock Acquisition Rights
a) The “Optionee” shall 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.
b) In spite of the above (a), 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.
c) 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.
d) Other conditions for the exercise of stock acquisition rights shall be determined by the Board of Directors Meeting or an executive officer designated by the Board of Directors.
(7) Events and Conditions for Cancellation of Stock Acquisition Rights
a) 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.
b) 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.
c) The Company may, at any time, cancel stock acquisition rights it has acquired without any compensation.
(8) Restriction on Transfer of Stock Acquisition Rights
Approval of the Board of Directors shall be required for transfer of the stock acquisition rights.
(Note) The above matter is subject to the approval of the 101st General Meeting of the Shareholders scheduled for June 24, 2005.